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Item 9A. Controls and Procedures

2020-10-13 compared with 2019-09-10 · 753 added, 686 removed, 175 unchanged (89% of the section changed)

4 unchanged sentences

and procedures”

as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, that are designed to ensure

that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed,

summarized, and reported within the time periods specified in SEC rules and forms, and such information is accumulated and communicated

to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions

regarding required disclosure.

as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, that are designed

to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded,

processed, summarized, and reported within the time periods specified in SEC rules and forms, and such information is accumulated

and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow

timely decisions regarding required disclosure.

As of the end of the period covered by

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our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer),

of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(b)

and 15d-15(b).

Based upon this evaluation, the chief executive officer and chief financial officer concluded that our disclosure

controls and procedures as of the end of the period covered by this Annual Report were not effective at the reasonable assurance

of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(b) and

Based upon this evaluation, the chief executive officer and chief financial officer concluded that our disclosure controls

and procedures as of the end of the period covered by this Annual Report were not effective at the reasonable assurance level.

Management’s Report on Internal

6 unchanged sentences

Our internal control over financial reporting

includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect

transactions and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with U.S.

GAAP, and that receipts and expenditures are being made only in accordance

with authorization of our management and directors;

and provide reasonable assurance regarding prevention or timely detection of

unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly

reflect transactions and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary

to permit preparation of financial statements in accordance with U.S.

GAAP, and that receipts and expenditures are being made

only in accordance with authorization of our management and directors;

and provide reasonable assurance regarding prevention or

timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial

Because of its inherent limitations, internal

6 unchanged sentences

Our management assessed the effectiveness

of our internal control over financial reporting at June 30, 2019.

In making this assessment, management used the criteria set

forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013 Internal Control—Integrated

Based on that assessment under those criteria, our management has determined that, at June 30, 2019, our internal control

over financial reporting was not effective due to material weaknesses in the system of internal control.

A material weakness is

a deficiency, or combination of deficiencies, that creates a reasonable possibility that a material misstatement of the annual

of our internal control over financial reporting as of June 30, 2020.

In making this assessment, management used the criteria

set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013 Internal Control—Integrated

Based on that assessment under those criteria, our management has determined that, as of June 30, 2020, our internal

control over financial reporting was not effective due to a material weakness in the system of internal control.

A material weakness

is a deficiency, or combination of deficiencies, that creates a reasonable possibility that a material misstatement of the annual

or interim financial statements will not be prevented or detected in a timely manner.

The material weaknesses identified by management

were that (1) due to our limited number of employees, we have not adequately segregated certain duties, (2) we have not implemented

measures that would prevent employees from overriding the internal control system, (3) one employee was responsible for complex

accounting issues without additional internal reviews, and (4) we did not have effective review controls over financial reporting

and related disclosures in accordance with U.S.

The material weakness identified by management

is that due to our limited number of employees, we have not adequately segregated certain duties to prevent employees from overriding

the internal control system.

During our fiscal year ended June 30, 2020, we hired a Director of Accounting and we implemented

additional procedures to improve our segregation of duties.

However, without hiring additional personnel we have been unable to

fully remediate this material weakness.

We cannot provide assurance that these or other measures will eventually result in the

elimination of the material weakness described above.

Changes in Internal Control over

Financial Reporting

Prior to the fiscal quarter ended June 30,

2020, we had identified material weaknesses whereby one employee was responsible for complex accounting issues without additional

internal reviews, and we did not have effective review controls over financial reporting and related disclosures in accordance

GAAP and SEC rules and regulations.

During the second half of the fiscal year ended

June 30, 2019, we began mitigating these weaknesses through hiring additional employees and engaging a consulting firm to supplement

our technical accounting and financial reporting resources.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control

over financial reporting during the fiscal quarter ended June 30, 2019, that have materially affected, or are reasonably likely

to materially affect, our internal control over financial reporting.

During the fiscal quarter ended June 30, 2020, we successfully mitigated

these material weaknesses.

During the fiscal quarter ended June 30, 2020, there were no other changes in our internal control

over financial reporting, that have materially affected, or are reasonably likely to materially affect, our internal control over

financial reporting.

Attestation Report of Independent

Registered Public Accounting Firm

We are a smaller reporting company as defined

by Rule 12b-2 of the Exchange Act and are not required to include an attestation report of our registered public accounting firm

regarding internal control over financial reporting.

are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to include an attestation

report of our registered public accounting firm regarding internal control over financial reporting.

OTHER INFORMATION.

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The following table sets forth certain

information with respect to our current directors, executive officers and key employees.

The term for each director expires at

our next annual meeting or until his or her successor is appointed.

Date Appointed

Young-Jin Kim

Chairman of the Board of Directors

February 10, 2019

Young Chul Sung, Ph.D.

February 10, 2019

Chief Executive Officer and Director

January 31, 2013

Sankaram Mantripragada, Ph.D.

Chief Scientific Officer

January 31, 2013

Keith Vendola

Chief Financial Officer

Seline Miller

Chief Accounting Officer

March 4, 2019

information as of June 30, 2020 with respect to our directors, executive officers and key employees.

The term for each director

expires at our next annual meeting or until his or her successor is appointed.

of the Board of Directors

Chul Sung, Ph.D.

Executive Officer and Director

Mantripragada, Ph.D.

Scientific Officer

Financial Officer

Set forth below is biographical information with respect to

each of the aforementioned individuals.

Young-Jin Kim.

Kim serves as the Chairman of

Kim serves as the Chairman of our Board.

Kim is Chairman & CEO of Handok Inc.

(“Handok”), one of the leading pharmaceutical

companies in the Republic of Korea.

Kim joined Handok in 1984 and spent two years between 1984 and 1986 working

at Hoechst AG in Frankfurt, Germany.

Between 1991 and 2005, he served as CEO of Roussel Korea, Hoechst Marion Roussel

Korea and Aventis Pharma Korea and also appointed as the Country Manager of Hoechst AG and Aventis in Korea between 1996 and 2005.

1996, he was appointed as CEO of Handok.

(“Handok”),

one of the leading pharmaceutical companies in the Republic of Korea.

Kim joined Handok in 1984 and spent two years between

1984 and 1986 working at Hoechst AG in Frankfurt, Germany.

Between 1991 and 2005, he served as CEO of Roussel Korea, Hoechst Marion

Roussel Korea and Aventis Pharma Korea and also appointed as the Country Manager of Hoechst AG and Aventis in Korea between 1996

In 1996, he was appointed as CEO of Handok.

Kim has been serving as President of Handok Jeseok Foundation since

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Committee of KCCI (The Korea Chamber of Commerce & Industry) since 2009.

Kim received an MBA

at the Kelley School of Business at Indiana University in 1984 and received the award of Distinguished Alumni Fellows from Indiana

Kim completed Advanced Management Program at the Harvard Business School in 1996.

Kim’s experience working with pharmaceutical companies qualifies him to serve on the Board.

Young Chul Sung, Ph.D.

Sung serves as a member

of our Board.

Sung is the founder and former CEO of Genexine Inc, a KOSDAQ listed biotech company developing innovative

drugs in cancer and orphan diseases.

Sung currently serves as a professor at POSTECH Department of Life Sciences

and founder of POSTECH- Catholic Bio Medical Institute.

Sung is an expert immunologist and has published over one

hundred scientific articles.

He has served on editorial boards of many biological organizations and has earned numerous

awards including the most recently the 49th Science Day Presidential Commendation for Science and Technology Promotion Division

from KIST as remarks of Antibody fusion (hyFc) technology and gene therapy vaccine technology.

Sung currently serves

on the Board of the Korean Society for Molecular and Cellular Biology and The Korean Society of Medical Biochemistry and Molecular

Biology both since 2003.

Kim received an MBA at the Kelley School

of Business at Indiana University in 1984 and received the award of Distinguished Alumni Fellows from Indiana University.

completed Advanced Management Program at the Harvard Business School in 1996.

We believe Mr.

Kim’s experience working

with pharmaceutical companies qualifies him to serve on the Board.

Chul Sung, Ph.D.

Sung served as a member of our Board until September 10, 2020.

founder and CEO of Genexine Inc, a KOSDAQ listed biotech company developing innovative drugs in cancer and orphan diseases.

Sung currently serves as a professor at POSTECH Department of Life Sciences and founder of POSTECH- Catholic Bio

Medical Institute.

Sung is an expert immunologist and has published over one hundred scientific articles.

served on editorial boards of many biological organizations and has earned numerous awards including the most recently the

49th Science Day Presidential Commendation for Science and Technology Promotion Division from KIST as remarks of Antibody

fusion (hyFc) technology and gene therapy vaccine technology.

Sung currently serves on the Board of the Korean

Society for Molecular and Cellular Biology and The Korean Society of Medical Biochemistry and Molecular Biology both since

He is also a member of the Korean Society of Virology.

Sung was a former president

of the Korean Association of Immunobiologists (KAI) from 2005 to 2007.

Sung was a former president of the Korean Association

of Immunobiologists (KAI) from 2005 to 2007.

We believe Dr.

Sung’s scientific background

qualifies him to serve on the Board.

Elam serves as our Chief

Executive Officer.

Elam was as a Managing Director of Konus Advisory Group, Inc.

Sung’s scientific background qualified him to serve on

Elam serves as our Chief Executive Officer.

Elam was as a Managing Director of Konus

Advisory Group, Inc.

from January 2012 to September 2014.

to his service with Rezolute and Konus Advisory Group, Inc., Mr.

Elam served as Chief Executive Officer and President of AeroSurgical

Ltd., a medical device company operating out of Ireland.

Prior to his service with AeroSurgical Ltd., Mr.

was a Senior Vice President of Nektar Therapeutics for four years.

Elam's service with Rezolute, he has

served various leadership roles throughout his career including as Chief Executive Officer of a European medical device

company, co-founder and Chief Financial Officer of a software company, as well as a Senior Vice President at Nektar

Therapeutics.

Earlier in his career, Mr.

Elam was a senior

executive and co-founder of E2open, Inc.

and was a corporate partner in the law firm of Wilson Sonsini Goodrich & Rosati.

serves as Director of Savara, Inc.

corporate partner in the law firm of Wilson Sonsini Goodrich & Rosati.

He serves as Director of Savara, Inc.

and Softhale in Belgium.

Elam received his Juris Doctorate from Harvard

Law School and a Bachelor of Arts from Howard University.

Elam received his Juris Doctorate from Harvard Law School and a Bachelor of Arts from

Howard University.

We believe that Mr.

Elam’s experience advising

pharmaceutical companies of their unique legal and regulatory obligations qualifies him to serve on the Board.

Sankaram Mantripragada, Ph.D .

Mantripragada

serves as our Chief Scientific Officer.

Prior to his service with our Company, Dr.

Mantripragada served as the Chief Scientific

Officer of Antria Delaware.

Prior to his service with Antria Delaware, Dr.

Mantripragada served as VP of Research and Development

of PR Pharmaceuticals from June 2005 until October 2009.

Elam’s experience advising pharmaceutical companies of their unique legal

and regulatory obligations qualifies him to serve on the Board.

Lim serves as a member of our Board.

Kim is currently the Director of the Bio Team of InterVest

Corporation in Seoul, Korea, and brings a wealth of biotech industry experience to us.

Most recently, and prior to his tenure

as Director, he served as the Manager of the Technology Planning team of ISU ABXIS Corporation.

Lim received his Master

of Science from the Yonsei University Graduate School of Engineering.

Lim served as a corporal in the 72 nd

Division of the Korean Army while obtaining his Bachelor of Science degree from Yonsei University’s Department of Biotechnology.

We believe Mr.

Lim’s experience working with pharmaceutical companies qualifies him to serve on the Board.

Labrucherie serves as a member of our Board.

Labrucherie brings more than 20 years of

senior leadership experience in finance, legal and corporate development to the Board.

Prior to serving as Chief Financial Officer

of Nektar, he was Senior Vice President, General Counsel and Secretary of Nektar from 2007 to 2016.

Earlier in his career, Mr.

was an executive at different organizations where he was responsible for global corporate alliance and mergers and acquisitions.

Labrucherie began his career as an associate in the corporate practice of the law firm of Wilson Sonsini Goodrich &

Labrucherie received his J.D.

from University of California Boalt Hall School of Law, where he was a member of

the California Law Review and Order of the Coif, and received his B.A.

from the University of California, Davis.

is a member of the State Bar of California and is a Certified Management Accountant.

We believe Mr.

Labrucherie’s experience

as the Chief Financial Officer of a public biotechnology company and his management background as an executive in different organizations

qualify him to serve on the Board.

Mantripragada, Ph.D.

Mantripragada serves as our Chief Scientific Officer.

Prior to his service with

our Company, Dr.

Mantripragada served as the Chief Scientific Officer of Antria Delaware.

Prior to his service with Antria

Delaware, Dr.

Mantripragada served as VP of Research and Development of PR Pharmaceuticals from June 2005 until October 2009.

From October 2004 until June 2005, Dr.

Mantripragada was an advisor to

companies specializing in diabetes, cell-based therapies and cardiovascular diseases.

Mantripragada served as Director, Research

and Development of Guidant Corporation, now part of Abbott Vascular, from September 2003 until October 2004.

Prior to that, he

served as Director, Research and Development and Vice President, Scientific Development of SkyePharma from September 1992 until

September 2003.

Prior to that, he was an Assistant Professor of Biochemistry at the University of Virginia, School of Medicine

from January 1989 until September 1994.

Mantripragada was an advisor to companies specializing in diabetes, cell-based

therapies and cardiovascular diseases.

Mantripragada served as Director, Research and Development of Guidant Corporation,

now part of Abbott Vascular, from September 2003 until October 2004.

Prior to that, he served as Director, Research

and Development and Vice President, Scientific Development of SkyePharma from September 1992 until September 2003.

to that, he was an Assistant Professor of Biochemistry at the University of Virginia, School of Medicine from January 1989

until September 1994.

Mantripragada obtained his Ph.D.

in Molecular Biophysics from the Indian Institute

of Science and completed a postdoctoral research program at the Max Planck Institute for Biophysical Chemistry in Germany.

Keith Vendola, M.D., MBA .

Vendola serves as

our Chief Financial Officer.

Vendola previously served as Vice President of Competitive Strategy and Chief of Staff at Coherus

BioSciences while the market cap exceeded $1 billion.

In this role, he interacted extensively with Wall Street, on-boarded

equity analysts, and executed multiple financings.

In addition, he has served in senior finance and corporate development roles

at a variety of pharmaceutical companies and as an investment banker within the healthcare groups of Banc of America Securities

(now BofA Securities) and Chase (now JPMorgan).

As an executive and investment banker, he has contributed to many transactions

and helped companies raise over $900 million.

in Molecular Biophysics from the Indian Institute of

Science and completed a postdoctoral research program at the Max Planck Institute for Biophysical Chemistry in Germany.

Vendola, M.D., MBA .

Vendola serves as our Chief Financial Officer.

Vendola brings over two decades

experience in healthcare corporate finance, strategy, and operations.

As a Silicon Valley-based executive and NYC-based investment

banker, he has helped companies navigate the capital markets and raise over $950 million.

Vendola previously served as

Chief of Staff to the CEO and Vice President of Competitive Strategy at Coherus BioSciences while the market cap exceeded $1 billion.

Vendola served as Financial Officer of the founding management team and Vice President of Finance and Corporate

Development at Eiger BioPharmaceuticals.

Prior, he led business development at Threshold Pharmaceuticals (now Molecular Templates).

Vendola served as an investment banker within the healthcare groups of Banc of America Securities (now BofA Securities)

and Chase (now JPMorgan).

Vendola received an M.B.A.

in finance from Northwestern’s Kellogg School

of Management, M.D.

in finance from Northwestern’s Kellogg School of Management, M.D.

from Dartmouth Medical School and B.A.

in psychology from the College of the Holy Cross, where he graduated

He completed an executive education program at Harvard Business School focused on strategic negotiations as well as

a research fellowship in the Developmental Endocrinology Branch of the National Institutes of Health, where he was an author on

multiple papers.

Seline Miller, CPA .

Miller served as our Chief Accounting Officer from March 2019 until her employment terminated with the Company in August

With two decades experience in accounting and financial operations at public and private companies, Mrs.

Miller’s

expertise spans S.E.C.

reporting, financial planning and analysis, and regulatory compliance.

Prior to joining Rezolute, Mrs.

Miller was Vice President of Accounting and Corporate Controller at Textainer Group Holding, while the net market cap

exceeded $2.5 billion.

She was instrumental in overseeing accounting operations as well as certain international

Prior to that, Mrs.

Miller was Corporate Controller at Athoc, where she managed accounting operations and

was a driving force in its successful acquisition by Blackberry.

In 1990, Mrs.

Miller started her career as a financial

auditor within Price Waterhouse, now PricewaterhouseCoopers (PwC).

Miller, a member of the American Institute of

Certified Public Accountants, obtained her Certified Public Accounting license in 1993 and earned her B.S.

in Accounting from

the University of Southern California.

On August 19, 2019, Mrs.

Miller’s employment with Rezolute was terminated.

in psychology from the College of the Holy Cross, where he graduated with honors.

an executive education program at Harvard Business School focused on strategic negotiations as well as a research fellowship in

the Developmental Endocrinology Branch of the National Institutes of Health, where he was an author on multiple papers.

September 2020 Board Composition Changes

September 10, 2020, our Board of Directors approved an increase in the number of members that may serve as directors from

In addition, the Board a ccepted the resignation of Dr.

Sung as a director and appointed Philippe Fauchet as a new director.

Fauchet has spent more than 35 years in the pharmaceutical

industry, most recently as the Chairman of GlaxoSmithKline K.K.

from April 2017 to February 2019.

Fauchet joined

GlaxoSmithKline K.K.

as President & Representative Director in 2010.

Previously, he served as Senior Vice President,

Corporate Business Development Head of Sanofi-Aventis Group and a member of the Management Committee.

Alongside these industry

roles, Philippe is currently an adjunct professor at the University of Tokyo, Graduate School of Medicine, Global Health Policy

Effective with his appointment to the Board, Mr.

Fauchet became a member of the Audit Committee and the Compensation

these Board composition changes, we currently have five directors.

The Board has determined that each of Mr.

Fauchet are independent directors as defined by Nasdaq Rule 5605(a)(2).

Accordingly, as of October 9,

2020, a majority of our directors are independent as required by the initial listing requirements for the Nasdaq Capital Market.

Family Relationships

There are no family relationships between any of our directors

or executive officers.

There are no family relationships

between any of our directors or executive officers.

Legal Proceedings

During the past ten years, none of our

directors, executive officers, promoters, control persons, or nominees has been:

the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive

officer either at the time of the bankruptcy or within two years prior to that time;

convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction

or any Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement

in any type of business, securities or banking activities;

found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission

to have violated a federal or state securities or commodities law;

the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently

reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation;

(b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or

permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order,

past ten years, none of our directors, executive officers, promoters, control persons, or nominees has been:

subject of any bankruptcy petition filed by or against any business of which such person

was a general partner or executive officer either at the time of the bankruptcy or within

two years prior to that time;

in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic

violations and other minor offenses);

to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of

any court of competent jurisdiction or any Federal or State authority, permanently or

temporarily enjoining, barring, suspending or otherwise limiting his involvement in any

type of business, securities or banking activities;

by a court of competent jurisdiction (in a civil action), the Commission or the Commodity

Futures Trading Commission to have violated a federal or state securities or commodities

subject of, or a party to, any Federal or State judicial or administrative order, judgment,

decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged

violation of (a) any Federal or State securities or commodities law or regulation;

(b) any law or regulation respecting financial institutions or insurance companies

including, but not limited to, a temporary or permanent injunction, order of disgorgement

or restitution, civil money penalty or temporary or permanent cease-and-desist order,

or removal or prohibition order;

or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business

the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory

organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in

Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or organization

that has disciplinary authority over its members or persons associated with a member.

Code of Ethics

We have adopted a code of business conduct

and ethics that is applicable to all of our employees, officers and directors.

The code is available on our web site, www.rezolutebio.com ,

under the “Investor Relations”

We intend to disclose future amendments to, or waivers from, certain provisions

of our code of ethics, if any, on the above website within four business days following the date of such amendment or waiver.

Committees of the Board of Directors

The standing committees of our Board of

Directors are the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

or (c) any law or regulation prohibiting mail or

wire fraud or fraud in connection with any business entity;

subject of, or a party to, any sanction or order, not subsequently reversed, suspended

or vacated, of any self-regulatory organization (as defined in Section 3(a)(26)

of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section 1(a)(29)

of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association,

entity or organization that has disciplinary authority over its members or persons associated

with a member.

We have adopted

a code of business conduct and ethics that is applicable to all of our employees, officers and directors.

The code is available

on our web site, www.rezolutebio.com , under the “Investor Relations”

We intend to disclose future

amendments to, or waivers from, certain provisions of our code of ethics, if any, on the above website within four business days

following the date of such amendment or waiver.

of the Board of Directors

committees of our Board of Directors are the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

Audit Committee

The Audit Committee was created on August

21, 2017 and has operated under an Audit Committee Charter that is available on our website.

For the period from July 1, 2018 until

February 16, 2019, the Audit Committee consisted of Mr.

Gil Labrucherie, Dr.

David Welch and Mr.

Tae Hoon Kim, each of whom resigned

in connection with the change of control that resulted from the Series AA Financing.

The Audit Committee was established in accordance

with the rules and regulations of the SEC and each of the former members of the Audit Committee was an “independent director”

as defined in Rule 5605(a)(2) of the Nasdaq Listing Rules.

In addition, the Board determined that Mr.

Gil Labrucherie, Dr.

Welch and Mr.

Tae Hoon Kim were each qualified as “audit committee financial experts”

as such term is used in the rules

and regulations of the SEC.”

Subsequent to February 16, 2019, none of the members of our current Board of Directors are considered

an “independent director”

The Audit Committee

was created in accordance with the rules and regulations of the SEC on August 21, 2017 and has operated under an Audit

Committee Charter that is available on our website.

The functions performed by our Audit Committee consist of selection of the

firm of independent registered public accountants to be retained by us subject to stockholder ratification, periodic meetings

with our independent registered public accountants to review our accounting policies and internal controls, review the scope and

adequacy of the independent registered public accountants’

examination of our annual financial statements, and pre-approval

of services rendered by our independent registered public accountants and pre-approval of all related-party transactions.

For the period

from July 1, 2019 through November 20, 2019, the functions historically performed by our Audit Committee were performed

by the entire Board of Directors since none of the members of our Board of Directors qualified for membership on the audit committee

because they did not meet the definition of an “independent director”

under Nasdaq Listing Rules.

Therefore, the functions that were previously performed by our

Audit Committee have been performed by the entire Board of Directors since February 16, 2019.

The functions historically performed by

our Audit Committee consisted of selection of the firm of independent registered public accountants to be retained by us subject

to stockholder ratification, periodic meetings with our independent registered public accountants to review our accounting policies

and internal controls, review the scope and adequacy of the independent registered public accountants’

examination of our

annual financial statements, and pre-approval of services rendered by our independent registered public accountants and pre-approval

of all related-party transactions.

In the future, we intend to appoint additional members to our Board of Directors whereby we

will resume having these functions performed by independent directors serving as members of the Audit Committee.

For the fiscal year ended June 30, 2019,

no compensation was incurred for participation by the directors that served on the Audit Committee.

Effective November 20,

Gil Labrucherie and Mr.

Jung-Hee Lim became members of our Board of Directors and Audit Committee and Mr.

was appointed to the Audit Committee effective as of September 10, 2020.

Labrucherie serves as the chairman of the

audit committee and he, Mr.

Fauchet and Mr.

Lim are “independent directors”

as defined in Rule 5605(a)(2) of

the Nasdaq Listing Rules.

In addition, the Board determined that Mr.

Gil Labrucherie and Mr.

Lim are qualified as “audit

committee financial experts”

as such term is used in the rules and regulations of the SEC.

”Accordingly, the

functions of our Audit Committee are now being performed by independent directors that serve as members of our Audit Committee.

For the fiscal

year ended June 30, 2020, Mr.

Labrucherie received compensation for his service as a member of our Board of Directors

as set forth in Item 11 hereof.

Compensation Committee

The Compensation Committee was created

on August 21, 2017 and has operated under a Compensation Committee Charter that is available on our website.

For the period from

July 1, 2018 until February 16, 2019, the Compensation Committee consisted of Dr.

Samir Patel, Dr.

David Welch and Mr.

Kim, each of whom resigned in connection with the change of control that resulted from the Series AA Financing.

Each of these former

members of the Compensation Committee was a non-employee director, and each former member was independent as defined in Rule 5605(a)(2)

of the Nasdaq Listing Rules.

The Compensation Committee is responsible for establishing and administering our compensation arrangements

for all executive officers.

Effective February 16, 2019, Mr.

The Compensation

Committee was created on August 21, 2017 and has operated under a Compensation Committee Charter that is available on our

From February 16, 2019 through November 20, 2019, Mr.

Young-Jin Kim and Dr.

Young Chul Sung have served as the sole members

of the Compensation Committee.

Sung are considered an “independent director”

under Nasdaq Listing

The functions historically performed by

our Compensation Committee provided for meetings no less frequently than annually (and more frequently as circumstances dictated)

to discuss and determine executive officer and director compensation.

The Compensation Committee did not generally retain the services

of any compensation consultants.

However, from time to time it utilized compensation data from companies that the Compensation

Committee deemed to be competitive with us in connection with its annual review of executive compensation.

Young Chul Sung served

as the sole members of the Compensation Committee.

Effective November 20, 2019, Mr.

Gil Labrucherie and Mr.

Lim became members of the Compensation Committee.

In September 2020, Mr.

Fauchet became a member of the Compensation

Committee, and Mr.

Sung have resigned as members of the Compensation Committee.

Labrucherie, Mr.

Lim are each considered an “independent director”

as defined in Rule 5605(a)(2) of the Nasdaq

Listing Rules.

The Compensation Committee is responsible for establishing and administering our compensation arrangements for

all executive officers.

The functions

performed by our Compensation Committee provided for meetings no less frequently than annually (and more frequently as circumstances

dictate) to discuss and determine executive officer and director compensation.

The Compensation Committee has not retained the

services of any compensation consultants.

However, from time to time it utilizes compensation data from companies that the Compensation

Committee deems to be competitive with us in connection with its annual review of executive compensation.

The Compensation Committee

had the power to form and delegate authority to subcommittees when appropriate, provided that such subcommittees were composed

has the power to form and delegate authority to subcommittees when appropriate, provided that such subcommittees are composed

entirely of directors who would qualify for membership on the Compensation Committee pursuant to applicable Nasdaq Listing Rules.

In the future, we intend to appoint additional members to our Board of Directors whereby we will resume having these functions

performed by independent directors serving as members of the Compensation Committee.

For the fiscal year ended June 30,

2019, no compensation was incurred for participation by any of the directors that served on the Compensation Committee.

In the future, we expect to appoint additional members to our Board of Directors whereby the functions of the Compensation Committee

will be performed exclusively by independent directors.

For the fiscal

year ended June 30, 2020, no compensation was incurred for participation by the directors that served on the Compensation

Nominating and Governance Committee

The Nominating and Governance Committee

was created on August 21, 2017 and has operated under a Nominating and Governance Committee Charter that is available on our website.

For the period from July 1, 2018 until February 16, 2019, the Nominating and Governance Committee consisted solely of Dr.

The Nominating and Governance Committee was established in accordance with the rules and regulations of the SEC and each

of the former members of the Nominating and Governance Committee was an “independent director”

as defined in Rule 5605(a)(2)

of the Nasdaq Listing Rules.

Subsequent to February 16, 2019, when the former members of the Nominating and Governance Committee

resigned, none of the members of our current Board of Directors are considered an “independent director”

Listing Rules.

Therefore, the functions that would be performed by our Nominating and Governance Committee have been performed

The Nominating

and Governance Committee was created on August 21, 2017 and has operated under a Nominating and Governance Committee Charter

that is available on our website.

The Nominating and Governance Committee was established in accordance with the rules and

regulations of the SEC.

The functions that were historically performed by our Nominating and Governance Committee have been performed

by the entire Board of Directors since February 16, 2019.

In the future, we intend to appoint additional members to our Board of

Directors whereby we will resume having these functions performed by independent directors serving as members of the Nominating

In the future, we intend to appoint additional members to our Board

of Directors whereby we will resume having these functions performed by independent directors serving as members of the Nominating

and Governance Committee.

Stockholders who wish to recommend nominees

for consideration by the Board of Directors or Nominating and Governance Committee must submit their nominations in writing to

our Chairman of the Board of Directors.

Submissions must include sufficient biographical information concerning the recommended

individual for the Board of Directors or Nominating and Governance Committee to consider, including age, five-year employment history

with employer names and a description of the employer’s business, whether such individual can read and comprehend basic financial

statements, and other board memberships (if any) held by the recommended individual.

The submission must be accompanied by a written

consent of the individual to stand for election if nominated by the Board of Directors or Nominating and Governance Committee and

to serve if elected by stockholders.

The Board of Directors or Nominating and Governance Committee may consider such stockholder

recommendations when it evaluates and recommends nominees to the Board of Directors for submission to the stockholders at each

Annual Meeting.

The Board of Directors and the Nominating

and Governance Committee do not have a specific diversity policy, but consider diversity of race, ethnicity, gender, age, cultural

background and professional experiences in evaluating candidates for Board membership.

Diversity is important because a variety

of points of view contribute to a more effective decision-making process.

For the fiscal year ended June 30, 2019,

no compensation was incurred for participation by Dr.

Patel on the Nominating and Governance Committee.

Scientific Advisory Board

We have established a Scientific Advisory

Board (“SAB”).

who wish to recommend nominees for consideration by the Board of Directors or Nominating and Governance Committee must submit

their nominations in writing to our Chairman of the Board of Directors.

Submissions must include sufficient biographical information

concerning the recommended individual for the Board of Directors or Nominating and Governance Committee to consider, including

age, five-year employment history with employer names and a description of the employer’s business, whether such individual

can read and comprehend basic financial statements, and other board memberships (if any) held by the recommended individual.

submission must be accompanied by a written consent of the individual to stand for election if nominated by the Board of Directors

or Nominating and Governance Committee and to serve if elected by stockholders.

The Board of Directors or Nominating and Governance

Committee may consider such stockholder recommendations when it evaluates and recommends nominees to the Board of Directors for

submission to the stockholders at each Annual Meeting.

Directors and the Nominating and Governance Committee do not have a specific diversity policy, but consider diversity of race,

ethnicity, gender, age, cultural background and professional experiences in evaluating candidates for Board membership.

is important because a variety of points of view contribute to a more effective decision-making process.

For the fiscal

year ended June 30, 2020, no compensation was incurred since there were no members of the Nominating and Governance Committee.

Advisory Board

We have established

a Scientific Advisory Board (“SAB”).

The members of the board are Robert B.

Bhisitkul, M.D., PH.D.

Hoffman, M.D.

Philip Home, M.A., D.Phil., D.M., F.R.C.P.

Ronald Kahn, M.D.

, Fredrick B.

Kraemer, M.D., and Jerrold Olefsky,

Section 16(a) Beneficial Ownership Reporting

Section 16(a) of the Exchange Act requires

our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership

of, and transactions in, our securities with the SEC and to provide us with copies of those filings.

Based solely on our review

of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during the

fiscal year ended June 30, 2019, all filing requirements applicable to its officers, directors and ten percent beneficial owners

were complied with, except (i) Keith Vendola failed to file a Form 4 for stock options granted on July 2, 2018, (ii) Dr.

Welch failed to file a Form 4 for warrants issued on March 19, 2019, (iii) a Form 3 was filed late by Young-Jin Kim and (iv) a

Form 3 was filed late by Dr.

Young Chul Sung.

Olefsky, M.D.

Section 16(a) Beneficial

Ownership Reporting Compliance

Section 16(a) of

the Exchange Act requires our executive officers and directors, and persons who own more than 10% of our Common Stock, to file

reports regarding ownership of, and transactions in, our securities with the SEC and to provide us with copies of those filings.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons,

we believe that during the fiscal year ended June 30, 2020, all filing requirements applicable to its executive officers,

directors and ten percent beneficial owners were complied with except that (i) Form 3 was not filed by Genexine, Inc.

and Form 3 was filed late by Handok, Inc.

related to shares of Series AA Preferred Stock acquired in January 2019,

(ii) Form 3 was filed late by Jung-Hee Lim upon his appointment to our Board of Directors on November 20, 2019,

(iii) Form 4 was filed late by Handok, Inc.

to report the exchange of Series AA Preferred Stock for 1,136,364

shares of our Common Stock on April 26, 2019, the purchase of 689,655 shares of our Common Stock on July 23, 2019, and

the concurrent termination of a call option on July 23, 2019, (iv) Form 4 was filed late by Nevan Elam, Sankaram

Mantripragada and Keith Vendola for stock options granted on July 31, 2019, (v) Gil Labrucherie failed to file a Form 4

for a stock option granted in November 2019, and (vi) Genexine, Inc.

failed to file Form 4 to report the exchange

of Series AA Preferred Stock for 1,136,364 shares of our Common Stock on April 26, 2019, the purchase of 689,655 shares

of our Common Stock on July 23, 2019, and the concurrent termination of a call option on July 23, 2019.

While Handok, Inc.,

Genexine, Inc.

and Jung-Hee Lim failed to comply with the reporting requirements under Section 16(a), all transactions

that gave rise to such reporting requirements were fully disclosed in Forms 8-K that were timely filed by the Company.

EXECUTIVE COMPENSATION.

Summary Compensation Table

Our named executive officers consist of all individuals that

served as our principal executive officer during the fiscal year ended June 30, 2019, and the next two most highly compensated

executive officers who were serving as executive officers as of June 30, 2019.

The following table sets forth information concerning

the compensation of Mr.

Our named executive

officers consist of all individuals that served as our principal executive officer during the fiscal year ended June 30,

2020, and the next two most highly compensated executive officers who were serving as executive officers as of June 30, 2020.

The following table sets forth information concerning the compensation of Mr.

Mantripragada and Mr.

Vendola (our “Named Executive Officers”) for the fiscal

year ended June 30, 2019:

(our “Named Executive Officers”) for the fiscal year ended June 30, 2020:

Name and Position

Option Awards

$ 490,000 (1)

$ 355,770 (4)

$ 2,688,000 (6)

Chief Executive Officer

2 unchanged sentences

$ 238,875 (4)

$ 627,000 (6)

Chief Scientific Officer

3 unchanged sentences

Chief Financial Officer

(1) Pursuant to the amended and restated employment agreement discussed below, Mr.

Elam received a base salary of $450,000 through

May 31, 2019.

Effective June 1, 2019, Mr.

Elam’s base salary increased to $490,000.

(2) Pursuant to the amended and restated employment agreement discussed below, Dr.

Mantripragada receives a base salary of $350,000.

Vendola was appointed as our Chief Financial Officer on May 16, 2018 with a base salary of $330,000.

For the fiscal year

ended June 30, 2018, the amount shown represents the pro rata salary for the time employed.

to the amended and restated employment agreement discussed below, Mr.

Elam received

a base salary of $450,000 through May 31, 2019.

On July 31, 2020, Mr.

base salary increased to $490,000 with an effective date of June 1, 2019.

to the amended and restated employment agreement discussed below, Dr.

Mantripragada

received a base salary of $350,000 for each of the fiscal years ended June 30, 2020

was appointed as our Chief Financial Officer on May 16, 2018 with a base salary

Effective July 31, 2019, Mr.

entered into an employment agreement as discussed below that provides for annual base compensation of $365,000.

(4) On July 31, 2019, the Board of Directors approved bonus payments for past services in the amounts shown in the table.

2019, these cash bonus payments were paid to each executive officer.

(5) In July 2017, Dr.

Mantripragada was awarded a onetime bonus of $175,000 after the initiation of the human clinical trial for

Mantripragada agreed to forgive $70,000 of this bonus resulting in a net payment of $105,000 that was made in June 2019.

(6) On July 2, 2018, we granted a stock option award to Mr.

Vendola for 1,000,000 shares with an estimated fair value under ASC

718 of approximately $0.396 per share.

This award vested for 250,000 shares on July 2, 2019 and the remaining shares vest for 20,833

shares each month from August 2, 2019 through July 2, 2022 when the award will be fully vested.

The aggregate grant date fair value

for stock option awards is computed in accordance with ASC 718 set forth by the Financial Accounting Standards Board.

of key assumptions made in the valuation of stock options is presented in Note 7 to our consolidated financial statements, included

in Item 8 of this Report.

For purposes of this table, the entire fair value of awards with graded vesting are reflected in the

year of grant, whereas under ASC 718 the fair value of graded vesting awards is recognized ratably in our financial statements

over the entire vesting period.

(7) Amount is comprised of health, dental and disability insurance premiums paid pursuant to our employee benefit plans.

(8) Amount consist of payments under our employee benefit plans consisting of health, dental and disability insurance premiums

of $19,732, and matching contributions under our 401(k) Plan of $11,537.

During the fiscal year ended June 30,

Mantripragada each agreed to forgive unpaid accrued bonuses that were approved by the Board of

Directors for calendar year 2014 in the amounts of approximately $78,000 and $47,000, respectively.

Vendola entered into an employment

agreement with an effective date of June 1, 2019 whereby Mr.

Vendola’s

annual base compensation was increased to $365,000.

January 16, 2020, the Board of Directors approved bonus payments for calendar year

2019 services in the amounts shown in the table.

In February 2020, these cash bonus

payments were paid to each executive officer.

July 31, 2019, the Board of Directors approved bonus payments for past services

in the amounts shown in the table.

In August 2019, these cash bonus payments were

paid to each executive officer.

aggregate grant date fair value for stock option awards is computed in accordance with

ASC 718 set forth by the Financial Accounting Standards Board.

A discussion of key assumptions

made in the valuation of stock options is presented in Note 7 to our consolidated financial

statements, included in Item 8 of this Annual Report.

For purposes of this table, the

entire fair value of awards with time-based vesting and hybrid vesting are reflected

in the year of grant, whereas under ASC 718 the fair value of such awards are generally

recognized over the vesting period in our financial statements.

includes health, dental, disability and life insurance premiums under our employee benefit

plans totaling $20,350 for the fiscal year ended June 30, 2020 and $20,163 for the

fiscal year ended June 30, 2019.

consists of health, dental, disability and life insurance premiums under our employee

benefit plans of $19,774, and matching contributions under our 401(k) Plan of $12,109

for the fiscal year ended June 30, 2020.

For the fiscal year ended June 30,

2019, amount consists of health, dental, disability and life insurance premiums under

our employee benefit plans of $19,732, and matching contributions under our 401(k) Plan

of $11,537 for the fiscal year ended June 30, 2020.

the fiscal year ended June 30, 2020, amount includes matching contributions under

our 401(k) Plan of $6,000, health club fees of $3,134, and disability and life insurance

premiums under our employee benefit plans of $1,530.

the fiscal year ended June 30, 2019, Mr.

Mantripragada each agreed

to forgive unpaid accrued bonuses that were approved by the Board of Directors for calendar year 2014 in the amounts of approximately

$78,000 and $47,000, respectively.

In addition, Dr.

Mantripragada agreed to forgive $70,000 of his $175,000 onetime milestone bonus for AB101 awarded in July 2017.

Mantripragada agreed to forgive $70,000 of his $175,000 onetime milestone

bonus for AB101 awarded in July 2017.

The total amounts forgiven by Mr.

Elam of $78,000 and Dr.

Mantripragada for $117,000 are not reflected as

reduction of compensation in the Summary Compensation Table above.

Outstanding Equity Awards

During the fiscal years ended June

30, 2019 and 2018, we have not granted any restricted stock awards or any stock options that provide for performance vesting conditions.

The following table provides a summary of equity awards outstanding, consisting solely of stock options, for each of our Named

Executive Officers as of June 30, 2019:

Number of Securities Underlying

Unexercised Options

Mantripragada for

$117,000 are not reflected as a reduction of compensation in the Summary Compensation Table above.

Equity Awards

fiscal years ended June 30, 2020 and 2019, we have not granted any restricted stock awards or any stock options that provide

for performance vesting conditions.

The following table provides a summary of equity awards outstanding, consisting solely of

stock options, for each of our Named Executive Officers as of June 30, 2020:

of Securities Underlying

Unexercisable

1,312,500 (1)

Total for Mr.

Sankaram Mantripragada, Ph.D.

Total for Dr.

Sankaram Mantripragada:

Mantripragada

Keith Vendola:

1,000,000 (4)

(1) Options vest for 72,917 shares per month for the period from July 2019 through October 2020.

(2) Options vest for 20,833 shares per month for the period from July 2019 through May 2021.

(3) Options vest for 20,833 shares per month for the period from July 2019 through June 2021.

(4) Options vested for 250,000 shares in July 2019, and the remainder of grant vests for 20,833 shares per month for the period

from August 2019 through July 2022.

The above table excludes (i) outstanding warrants held by Mr.

Elam for 140,802 shares of Common Stock exercisable at $1.65 per share that were acquired in a private placement in June 2016,

and (ii) stock options for an aggregate of 21.5 million shares of Common Stock granted to our three Named Executive Officers on

July 31, 2019.

For further information about this stock option grant on July 31, 2019, please refer to Note 13 to our consolidated

financial statements included in Item 8 of this Annual Report.

Director Compensation

We generally use a combination of cash and share-based incentive

compensation to attract and retain qualified candidates to serve on our Board of Directors.

Additionally, our directors are reimbursed

for reasonable travel expenses incurred in attending meetings.

In setting director compensation for the fiscal year ended June

30, 2019, due to our financial difficulties the members of our Board of Directors agreed to provide their services for no compensation.

Presented below is a listing of the individuals that served as directors and the related committee appointments during the fiscal

year ended June 30, 2019.

above table excludes outstanding warrants held by Mr.

Elam for 2,816 shares of Common

Stock exercisable at $82.50 per share that were acquired in a private placement in June 2016.

options that commence vesting upon the achievement of market, performance and service

conditions (‘Hybrid Options”) will vest ratably over a period of 36 months

beginning on the date that all of the following have occurred:

(i) the option recipient

has been employed by the Company for at least one year, (ii) the Company’s

shares of Common Stock have been listed for trading on a national stock exchange, and

(iii) such date no later than July 31, 2023, when the Company’s closing

stock price exceeds $29.00 per share for 20 trading days in any consecutive 30 day period.

For additional information please refer to Note 7 to our consolidated financial statements

included in Item 8 of this Annual Report.

use a combination of cash and share-based incentive compensation to attract and retain qualified candidates to serve on our Board

of Directors.

Additionally, our directors are reimbursed for reasonable travel expenses incurred in attending meetings.

director compensation for the fiscal year ended June 30, 2020, due to our financial difficulties the members of our Board

of Directors agreed to provide their services for no compensation.

Presented below is a listing of the individuals that served

as directors and the related committee appointments during the fiscal year ended June 30, 2020:

Committee Appointments

2 unchanged sentences

Young Chul Sung, Ph.D.

Hoyoung Huh, Ph.D.

Samir Patel, M.D.

Tae Hoon Kim (4)

Jung-Hee Lim (3)

Gil Labrucherie (4)

Young-Jin Kim was appointed to serve as our Chairman of the Board of Directors on February 16, 2019.

He is also a member

of the Compensation Committee and does not receive any compensation for serving in these capacities.

Young Chul Sung was appointed to serve as a member of our Board of Directors on February 16, 2019.

He is also a member

of the Compensation Committee and does not receive any compensation for serving in these capacities.

(3) For the fiscal year ended June 30, 2019, Dr.

Huh served as Vice Chairman of the Board from July 1, 2018 until his resignation

on February 16, 2019.

(4) For the fiscal year ended June 30, 2019, each individual served in the capacity indicated from July 1, 2018 until his resignation

from our Board of Directors on February 16, 2019.

From February 16, 2019 through June 30, 2019, none of our directors were appointed

to serve on any of the Board committees.

Nevan Elam, our Chief Executive Officer and a director, also

served as Chairman of the Board until February 16, 2019.

Elam did not receive additional compensation for serving in this capacity.

Please refer to the “Executive Compensation”

Young-Jin Kim was appointed to serve as our Chairman of

the Board of Directors on February 16, 2019.

He was also a member of the Compensation Committee until he resigned from

this committee in October 2020.

Kim did not receive any compensation for serving in these capacities.

Chul Sung was appointed to serve as a member of our Board of Directors on February 16,

He was also a member of the Compensation Committee until he resigned from

this committee in September 2020.

Sung did not receive any compensation

for serving in these capacities.

was appointed to serve as a member of our Board of Directors, Audit Committee and Compensation

Committee on November 20, 2019.

Lim does not receive any compensation for

serving in these capacities.

was appointed to serve as a member of our Board of Directors, Compensation Committee,

and as chairman of our Audit Committee on November 20, 2019.

As consideration for

his service as a member of our Board of Directors and the related committees, Mr.

was granted stock options for 8,000 shares exercisable at $14.50 per share.

options vest ratably over 36 months and had an estimated fair value of approximately

$39,000 on the grant date.

our Chief Executive Officer and a director, did not receive any additional compensation for serving as a director.

to the “Executive Compensation”

section above for a description of Mr.

Elam’s compensation.

Employment Agreements and Potential Payments upon Termination

or Change in Control

Presented below is summary of key terms of employment agreements

with our Executive Officers:

On June 23, 2015, we entered into an amended

and restated employment agreement with Nevan Elam to serve as our Chief Executive Officer.

Under the terms of this agreement Mr.

Elam is entitled to receive an annual base salary of $450,000 plus a calendar year target bonus up to 60% of his annual base salary

based on performance criteria set forth by the Board of Directors.

Effective June 1, 2019, the Board of Directors agreed to increase

Agreements and Potential Payments upon Termination or Change in Control

Presented below

is summary of key terms of employment agreements with our Executive Officers:

2015, we entered into an amended and restated employment agreement with Nevan Elam to serve as our Chief Executive Officer.

the terms of this agreement Mr.

Elam is entitled to receive an annual base salary of $450,000 plus a calendar year target

bonus up to 60% of his annual base salary based on performance criteria set forth by the Board of Directors.

Effective June 1,

2019, the Board of Directors agreed to increase Mr.

Elam’s base salary to $490,000.

Elam is eligible to participate in all benefit programs available to our executives

and employees, including medical, dental, life and disability insurance plans, and our employee stock option plans.

The employment

agreement requires Mr.

Elam to undertake certain confidentiality, non-competition and non-solicitation obligations.

that we terminate Mr.

Elam is eligible to participate

in all benefit programs available to our executives and employees, including medical, dental, life and disability insurance plans,

and our employee stock option plans.

The employment agreement requires Mr.

Elam to undertake certain confidentiality, non-competition

and non-solicitation obligations.

In the event that we terminate Mr.

Elam’s employment without “Cause”

Elam resigns for “Good Reason”,

we are required to pay a severance benefit equal to (i) three times his then current annual base salary, (ii) 150% of his annual

Target Bonus, (iii) payment of accrued vacation benefits, and (iv) continuation of certain other benefits such as medical and dental

The aggregate severance benefit is payable over a period of twelve months (the “Severance Period”),

and any outstanding stock options that are subject to vesting shall have vesting accelerated with respect to the number of shares

that would have vested during the Severance Period as if Mr.

Elam resigns for “Good Reason”, we are required to pay a severance benefit equal to (i) three

times his then current annual base salary, (ii) 150% of his annual Target Bonus, (iii) payment of accrued vacation benefits,

and (iv) continuation of certain other benefits such as medical and dental insurance.

The aggregate severance benefit is

payable over a period of twelve months (the “Severance Period”), and any outstanding stock options that are subject

to vesting shall have vesting accelerated with respect to the number of shares that would have vested during the Severance Period

Elam had remained employed by us during such period.

2 unchanged sentences

are defined in the employment agreement.

Sankaram Mantripragada

On February 23, 2015, we entered into an

amended and restated employment agreement with Sankaram Mantripragada to serve as our Chief Scientific Officer of the Company.

Under the terms of this agreement, Dr.

Mantripragada is entitled to receive an annual base salary of $350,000 plus a calendar year

target bonus up to 50% of his annual base salary based on performance criteria set forth by the Board of Directors.

Mantripragada

is also eligible for one-time bonuses when certain clinical testing has begun.

For example, in February 2015, Dr.

Mantripragada

earned a one-time bonus of $100,000, when animal testing related to AB101 commenced, and in July 2017, Dr.

Mantripragada earned

a one-time bonus of $175,000 upon initiation of a human clinical trial either related to AB101.

Mantripragada is eligible

to participate in all benefit programs available to our executives and employees, including medical, dental, life and disability

insurance plans, and our employee stock option plans.

On February 23,

2015, we entered into an amended and restated employment agreement with Sankaram Mantripragada to serve as our Chief Scientific

Officer of the Company.

Under the terms of this agreement, Dr.

Mantripragada is entitled to receive an annual base salary

of $350,000 plus a calendar year target bonus up to 50% of his annual base salary based on performance criteria set forth by the

Board of Directors.

Mantripragada is also eligible for one-time bonuses when certain clinical testing has begun.

example, in February 2015, Dr.

Mantripragada earned a one-time bonus of $100,000, when animal testing related to AB101

commenced, and in July 2017, Dr.

Mantripragada earned a one-time bonus of $175,000 upon initiation of a human clinical

trial either related to AB101.

Mantripragada is eligible to participate in all benefit programs available to our

executives and employees, including medical, dental, life and disability insurance plans, and our employee stock option plans.

The agreement also requires Dr.

Mantripragada to undertake certain confidentiality,

non-competition and non-solicitation obligations.

Mantripragada to undertake certain confidentiality, non-competition and non-solicitation

In the event that we terminate Dr.

Mantripragada’s employment without “Cause”

Mantripragada resigns for “Good Reason”, we are required to pay a severance benefit equal to (i) his then

current annual base salary, (ii) 150% of his annual Target Bonus, (iii) payment of accrued vacation benefits, and (iv) continuation

Mantripragada

resigns for “Good Reason”, we are required to pay a severance benefit equal to (i) his then current annual base

salary, (ii) 150% of his annual Target Bonus, (iii) payment of accrued vacation benefits, and (iv) continuation

of certain other benefits such as medical and dental insurance.

2 unchanged sentences

accelerated with respect to the number of shares that would have vested during the Severance Period as if Dr.

Mantripragada had

remained employed by us during such period.

Mantripragada

had remained employed by us during such period.

The terms “Cause”

and “Good Reason”

are defined in the employment

are defined in the

employment agreement.

Keith Vendola

On July 31, 2019, we entered into an employment

agreement with Keith Vendola to serve as our Chief Financial Officer.

Under the terms of this agreement Mr.

Vendola is entitled

to receive an annual base salary of $365,000 plus a calendar year target bonus up to 30% of his annual base salary based on performance

criteria set forth by the Board of Directors.

Vendola is eligible to participate in all benefit programs available to our executives

and employees, including medical, dental, life and disability insurance plans, and our employee stock option plans.

The employment

agreement requires Mr.

Vendola to undertake certain confidentiality, non-competition and non-solicitation obligations.

that we terminate Mr.

Vendola’s employment without “Cause”, we are required to pay a severance benefit equal

to 50% of his then current annual base salary, and any earned but unpaid bonuses, accrued vacation benefits, and other earned benefits.

This severance benefit would be payable over a period of six months.

2019, we entered into an employment agreement with Keith Vendola to serve as our Chief Financial Officer.

Under the terms of this

agreement Mr.

Vendola is entitled to receive an annual base salary of $365,000 plus a calendar year target bonus up to 30%

of his annual base salary based on performance criteria set forth by the Board of Directors.

Vendola is eligible to participate

in all benefit programs available to our executives and employees, including medical, dental, life and disability insurance plans,

and our employee stock option plans.

The employment agreement requires Mr.

Vendola to undertake certain confidentiality,

non-competition and non-solicitation obligations.

In the event that we terminate Mr.

Vendola’s employment

without “Cause”

Vendola resigns for “Good Reason”

within 12 months following a “Change

of Control Event”, we are required to pay a severance benefit equal to his then current annual base salary, and any earned

but unpaid bonuses, accrued vacation benefits, and other earned benefits.

The aggregate severance benefit for a “Change of

Control Event”

would be payable over a period of twelve months (the “Severance Period”), and all outstanding

stock options shall become immediately vested and subject to exercise under the applicable stock option agreement.

The terms “Cause”,

Vendola’s employment without “Cause”,

we are required to pay a severance benefit equal to 50% of his then current annual base salary, and any earned but unpaid bonuses,

accrued vacation benefits, and other earned benefits.

This severance benefit would be payable over a period of six months.

the event that we terminate Mr.

Vendola’s employment without “Cause”

Vendola resigns for

“Good Reason”

and “Change of Control Event”

within 12 months following a “Change of Control Event”, we are required to pay a severance

benefit equal to his then current annual base salary, and any earned but unpaid bonuses, accrued vacation benefits, and other

earned benefits.

The aggregate severance benefit for a “Change of Control Event”

would be payable over a period of

twelve months (the “Severance Period”), and all outstanding stock options shall become immediately vested and

subject to exercise under the applicable stock option agreement.

The terms “Cause”, “Good Reason”

“Change of Control Event”

are defined in the employment agreement.

Compensation Committee Interlocks and

Insider Participation

None of the members of our Compensation

Committee is or has been an officer or employee of the Company.

None of our executive officers currently serves, or in the past

year has served, as a member of the Compensation Committee (or other board committee performing equivalent functions or, in the

absence of any such committee, the entire Board) or as a director of any entity that has one or more executive officers serving

on the Board or the Compensation Committee.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information

with respect to the beneficial ownership of shares of our common stock by (i) each director, (ii) each Named Executive Officer,

(iii) all directors and executive officers as a group, and (iv) each person who we know beneficially owns more than 5% of our common

stock, in each case as of September 5, 2019 (the “Determination Date”), unless otherwise indicated below.

ownership is determined in accordance with the rules and regulations of the SEC and generally includes voting or investment power

with respect to such securities.

Under these rules, beneficial ownership includes any shares as to which the individual or entity

has sole or shared voting power or investment power and includes any shares that an individual or entity has the right to acquire

beneficial ownership of within 60 days after the Determination Date through the exercise of any warrant, stock option, or other

Shares subject to beneficial ownership through the exercise of stock options and warrants are deemed to be outstanding and

beneficially owned for the purpose of computing share and percentage ownership of that person or entity, but are not deemed to

be outstanding for the purpose of computing the percentage ownership of any other person or entity.

Except as indicated in the

footnotes to this table, and as affected by applicable community property laws, all persons listed have sole voting and investment

power for all shares shown beneficially owned by them.

This information is not necessarily indicative of beneficial ownership for

any other purpose.

Information regarding our Equity Compensation Plans is set forth in Item 5 of this Report.

The number of shares beneficially owned

and the percentage of shares beneficially owned are based on 293,320,891 shares of common stock issued and outstanding as of the

Determination Date.

Unless otherwise indicated, the address of our directors and officers is c/o Rezolute, Inc., 201 Redwood Shores

Parkway, Suite 315, Redwood City, California 94065.

Committee Interlocks and Insider Participation

members of our Compensation Committee is or has been an officer or employee of the Company.

None of our executive officers currently

serves, or in the past year has served, as a member of the Compensation Committee (or other board committee performing equivalent

functions or, in the absence of any such committee, the entire Board) or as a director of any entity that has one or more executive

officers serving on the Board or the Compensation Committee.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following

table sets forth information with respect to the beneficial ownership of shares of our Common Stock by (i) each director,

(ii) each Named Executive Officer, (iii) all directors and executive officers as a group, and (iv) each person

who we know beneficially owns more than 5% of our Common Stock, in each case as of September 30, 2020 (the “Determination

Date”), unless otherwise indicated below.

Beneficial ownership is determined in accordance with the rules and regulations

of the SEC and generally includes voting or investment power with respect to such securities.

Under these rules, beneficial ownership

includes any shares as to which the individual or entity has sole or shared voting power or investment power and includes any

shares that an individual or entity has the right to acquire beneficial ownership of within 60 days after the Determination Date

through the exercise of any warrant, stock option, or other right.

Shares subject to beneficial ownership through the exercise

of stock options and warrants are deemed to be outstanding and beneficially owned for the purpose of computing share and percentage

ownership of that person or entity, but are not deemed to be outstanding for the purpose of computing the percentage ownership

of any other person or entity.

Except as indicated in the footnotes to this table, and as affected by applicable community property

laws, all persons listed have sole voting and investment power for all shares shown beneficially owned by them.

This information

is not necessarily indicative of beneficial ownership for any other purpose.

of shares beneficially owned and the percentage of shares beneficially owned are based on 5,866,604 shares of Common Stock

issued and outstanding as of the Determination Date (after giving effect to the Reverse Stock Split).

Unless otherwise indicated,

the address of our directors and officers is c/o Rezolute, Inc., 201 Redwood Shores Parkway, Suite 315, Redwood

City, California 94065.

Name of Beneficial Owner

1 unchanged sentence

Stockholders in excess of 5%

1,997,991 (1)

Genexine, Inc.

1,826,019 (2)

Directors and Executive Officers:

1 unchanged sentence

Chairman of the Board of Directors

Young Chul Sung, Ph.D.

Chief Executive Officer and Director

1,997,991 (3)

Chief Executive Officer and Director

Gil Labrucherie

Philippe Fauchet

Sankaram Mantripragada, Ph.D.

Chief Scientific Officer

4,116,875 (2)

Keith Vendola

2 unchanged sentences

2,393,850 (8)

(1) Consists of (i) 140,802 shares of our Common Stock, (ii) currently exercisable warrants for 140,802 shares of our Common Stock,

and (iii) 8,694,167 shares of our Common Stock issuable upon exercise of stock options that are exercisable within 60 days of the

Determination Date.

(2) Consists of (i) 1,000,000 shares of our Common Stock and (ii) 3,116,875 shares of our Common Stock issuable upon exercise of

stock options that are exercisable within 60 days of the Determination Date.

(3) Consists of shares of our Common Stock issuable upon exercise of stock options that are exercisable within 60 days of the Determination

(4) Consists of (i) 1,140,802 shares of our Common Stock that are either owned or

beneficially owned by our directors and officers as discussed above, and (ii) an aggregate of 12,910,177 shares of our Common

Stock issuable upon exercise of stock options and warrants that are exercisable within 60 days of the Determination

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS AND DIRECTOR INDEPENDENCE.

and investment authority over our shares of Common Stock owned of record by Handok, Inc.

is held by the board of directors of Handok, Inc.

and investment authority over our shares of Common Stock owned of record by Genexine, Inc.

is held by the board of directors of Genexine, Inc.

of 1,997,991 shares of our Common Stock that are owned of record by Handok, Inc.

As Chairman and CEO of Handok, Inc., Mr.

Kim has shared investment and voting

authority over these shares.

of (i) 2,816 shares of our Common Stock, (ii) currently exercisable warrants

for 2,816 of our Common Stock, and (iii) 247,008 shares of our Common Stock

issuable upon exercise of stock options that are exercisable within 60 days of the Determination

of (i) 941 shares of our Common Stock owned by a trust controlled by Mr.

(ii) currently exercisable warrants for 941 shares of our Common Stock owned by

a trust controlled by Mr.

Labrucherie, and (iii) 2,667 shares of our Common

Stock issuable upon exercise of stock options that are exercisable within 60 days of

the Determination Date.

of (i) 20,000 shares of our Common Stock and (ii) 84,505 shares of our Common

Stock issuable upon exercise of stock options that are exercisable within 60 days of

the Determination Date.

of shares of our Common Stock issuable upon exercise of stock options that are exercisable

within 60 days of the Determination Date.

of (i) 2,021,748 shares of our Common Stock that are either owned or beneficially

owned by our directors and officers as discussed above, (ii) warrants for 941 shares

of our Common Stock owned by a trust controlled by Mr.

Labrucherie, and (iii) an

aggregate of 371,161 shares of our Common Stock issuable upon exercise of stock options

and warrants that are exercisable within 60 days of the Determination Date.

CERTAIN RELATIONSHIPS AND

RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

Transactions with Related Persons

Exercise of Call Option

In January 2019, we announced and closed

on a $25.0 million private placement with Handok, Inc.

and Genexine, Inc., two publicly traded South Korean-based pharmaceutical

companies (collectively referred to as “H&G”).

H&G acquired shares of our Series AA Preferred Stock that converted

in April 2019 into an aggregate of 113.6 million shares of our Common Stock at a conversion price of $0.22 per share.

We also provided

an option for H&G to purchase up to an aggregate of $20.0 million of shares of our Common Stock prior to December 31, 2020,

at a price per common share equal to the greater of $0.29 or 75% of the volume weighted average closing price of our Common Stock

over 30 consecutive trading days prior to the exercise of the option to purchase.

In July 2019, we requested that H&G provide

such funding as part of a larger private placement.

On July 23, 2019, H&G agreed to purchase an aggregate of approximately

69.0 million shares of our Common Stock for $0.29 per share which resulted in gross proceeds of $20.0 million.

Since January 2019,

H&G have each purchased an aggregate of 89.8 million shares of our Common Stock resulting in ownership of approximately 32%

A change in control of Rezolute has occurred since H&G collectively own 64% of our Common Stock.

Warrant Modification and Conversion

During our fiscal quarter ended March 31,

2018, we issued to Dr.

David Welch (i) two convertible promissory notes in the aggregate original principal balance of $1.0 million,

and (ii) two warrants to purchase an aggregate of 1.7 million shares of our Common Stock exercisable at $0.52 per share.

was a member of our Board of Directors until his resignation on February 16, 2019.

In January 2019, we agreed to modify one

of the two outstanding warrants granted during our fiscal quarter ended March 31, 2018, which resulted in an increase in the number

of shares subject to the warrant from 500,000 shares to approximately 1.2 million shares, and a decrease in the exercise price

from $0.52 per share to $0.18 per share.

The terms of the convertible promissory

notes held by Dr.

Welch provided for the automatic conversion at 20% discount to the subsequent issuance of equity in a qualified

The Series AA Financing that closed on January 30, 2019 met the criteria for a qualified financing.

Accordingly, the

convertible promissory notes held by Dr.

Welch converted for an aggregate principal and accrued interest balance of $1,168,000

into 145,979 shares of Series AA Preferred Stock.

These shares of Series AA Preferred Stock held by Dr.

Welch subsequently converted

into approximately 5.3 million shares of our Common Stock in April 2019.

After giving effect to the 20% discount, the effective

conversion price was $0.176 per share.

January 2019, we announced and closed on a $25.0 million private placement with Handok, Inc.

Genexine, Inc., two publicly traded South Korean-based pharmaceutical companies (collectively referred to as

“H&G”).

H&G acquired shares of our Series AA Preferred Stock that converted in April 2019 into

an aggregate of approximately 2.3 million shares of our Common Stock at a conversion price of $11.00 per share.

also provided an option for H&G to purchase up to an aggregate of $20.0 million of shares of our Common Stock prior to

December 31, 2020, at a price per common share equal to the greater of $14.50 or 75% of the volume weighted average

closing price of our Common Stock over 30 consecutive trading days prior to the exercise of the option to purchase.

July 2019, we requested that H&G provide such funding as part of a larger private placement.

On July 23, 2019,

H&G agreed to purchase an aggregate of approximately 1.4 million shares of our Common Stock for $14.50 per share which

resulted in gross proceeds of $20.0 million.

As of June 30, 2020, H&G have each purchased an aggregate of

approximately 1.8 million shares of our Common Stock resulting in ownership of approximately 31% each.

A change in control of

Rezolute occurred since H&G collectively own approximately 62% of our Common Stock.

Master Services Agreement

Effective July 1, 2019, we entered

into a Master Services Agreement (“MSA”) with H&G whereby we agreed to assist H&G in an evaluation of their

long acting growth hormone program referred to as GX-H9.

For the years ended June 30, 2020, we charged H&G for employee

services of $103,000 and reimbursable expenses incurred with unrelated parties of $144,000, for a total of approximately $247,000.

H&G paid all amounts billed under the MSA by December 2019.

Review, Approval or Ratification of Transactions with Related

8 unchanged sentences

Director Independence

Because our common stock is not currently

listed on a national securities exchange, we have used the definition of “independence”

of the NASDAQ Stock Market

to determine whether our current director or our new directors are independent.

We have determined that as of the date of this

Annual Report, none of our directors qualify as “independent”

in accordance with the published listing requirements

of The NASDAQ Stock Market and for purposes of Section 16 of the Exchange Act.

NASDAQ Listing Rule 5605(a)(2) provides that an

“independent director”

is a person other than an officer or employee of the Company or any other individual having

a relationship which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the

responsibilities of a director.

The NASDAQ listing rules provide that a director cannot be considered

independent if:

our Common Stock is not currently listed on a national securities exchange, we have used the definition of “independence”

of the Nasdaq Stock Market to determine whether our directors are independent.

We have determined that as of June 30, 2020,

Labrucherie were independent directors as defined by Nasdaq

Rule 5605(a)(2), and for purposes of Section 16 of the Exchange Act.

Nasdaq Listing Rule 5605(a)(2) provides

that an “independent director”

is a person other than an officer or employee of the Company or any other individual

having a relationship which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying

out the responsibilities of a director.

As of September 10, 2020, Mr.

Fauchet joined the Board and we have determined

he is also an independent director.

The Nasdaq listing rules provide that

a director cannot be considered independent if:

the director is, or at any time during the past three years was, an employee of the Company;

the director or a family member of the director accepted any compensation from the Company in excess of $120,000 during any

period of twelve consecutive months within the three years preceding the independence determination (subject to certain exclusions,

including, among other things, compensation for board or board committee service);

a family member of the director is, or at any time during the past three years was, an executive officer of the Company;

the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an

entity to which the Company made, or from which the Company received, payments in the current or any of the past three fiscal years

that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to

certain exclusions);

the director or a family member of the director is employed as an executive officer of an entity where, at any time during

the past three years, any of the executive officers of the Company served on the compensation committee of such other entity;

the director or a family member of the director is a current partner of the Company’s outside auditor, or at any time

during the past three years was a partner or employee of the Company’s outside auditor, and who worked on the Company’s

PRINCIPAL ACCOUNTING FEES AND SERVICES.

the director or a family member of the director accepted any compensation from the Company in excess

of $120,000 during any period of twelve consecutive months within the three years preceding the independence determination (subject

to certain exclusions, including, among other things, compensation for board or board committee service);

a family member of the director is, or at any time during the past three years was, an executive

officer of the Company;

the director or a family member of the director is a partner in, controlling stockholder of, or

an executive officer of an entity to which the Company made, or from which the Company received, payments in the current or any

of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever

is greater (subject to certain exclusions);

the director or a family member of the director is employed as an executive officer of an entity

where, at any time during the past three years, any of the executive officers of the Company served on the compensation committee

of such other entity;

the director or a family member of the director is a current partner of the Company’s outside

auditor, or at any time during the past three years was a partner or employee of the Company’s outside auditor, and who worked

on the Company’s audit.

PRINCIPAL ACCOUNTING FEES AND

Principal Accounting Fees and Services

The aggregate fees billed by Plante &

Moran, PLLC (including fees billed by EKS&H LLLP prior to its acquisition by Plante & Moran, PLLC), for professional services

rendered to us for the years ended June 30, 2019 and 2018 are set forth in the table below.

Moran, PLLC for professional services rendered to us for the years ended June 30, 2020 and 2019 are set forth in the table

Audit fees (1)

2 unchanged sentences

(1) Audit fees represent amounts billed for professional services rendered for the audit of our annual

financial statements, the reviews of the financial statements included in our quarterly reports on Form 10-Q, and reviews of any

other SEC filings.

Our board of directors pre-approves all audit and non-audit services performed by our auditors and the fees

to be paid in connection with such services in order to assure that the provision of such services does not impair the auditor’s

financial statements, the reviews of the financial statements included in our quarterly reports on Form 10-Q, and reviews

of any other SEC filings.

Our Board of Directors pre-approves all audit and non-audit services performed by our auditors and the

fees to be paid in connection with such services in order to assure that the provision of such services does not impair the auditor’s

independence.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Pre-Approval Policy

Our Audit Committee, or the entire Board

of Directors, endeavors to approve in advance all services provided by our independent registered public accounting firm.

provided by of our independent registered public accounting firm for the fiscal years ended June 30, 2020 and 2019 were pre-approved

by the Audit Committee or the Board of Directors.

EXHIBITS AND FINANCIAL STATEMENT

(a)(1) Financial Statements

Reference is made to Item 8 of Part II

for the Company’s consolidated financial statements filed as part of this Report.

Reference is made

to Item 8 of Part II for the Company’s consolidated financial statements filed as part of this Report.

(a)(2) Financial Statement Schedules

All financial statement schedules

are omitted because they are not applicable, or the amounts are immaterial, not required, or the required information is presented

in the financial statements and notes thereto included in Item 8 of Part II of this Report.

All financial statement

schedules are omitted because they are not applicable, or the amounts are immaterial, not required, or the required information

is presented in the financial statements and notes thereto included in Item 8 of Part II of this Report.

(a)(3) Exhibits

Certain of the agreements filed as exhibits

to this Report contain representations and warranties by the parties to the agreements that have been made solely for the benefit

of the parties to the agreement.

Certain of the agreements

filed as exhibits to this Report contain representations and warranties by the parties to the agreements that have been made solely

for the benefit of the parties to the agreement.

These representations and warranties:

4 unchanged sentences

developments and changed circumstances.

Accordingly, these representations and warranties may not describe the actual state of affairs

as of the date that these representations and warranties were made or at any other time.

Investors should not rely on them as statements

The following exhibits of Rezolute, Inc.

(formerly AntriaBio, Inc.) are filed or incorporated

by reference as part of this Report.

For exhibits that are incorporated by reference, we have indicated the document previously

filed with the SEC in which the exhibit was included.

Share Exchange and Reorganization Agreement, January 31, 2013 (incorporated by reference to the Company’s Form 8-K filing on February 6, 2013)

Plan of Conversion, dated January 10, 2013 (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K filing on January 11, 2013)

Articles of Conversion, dated January 10, 2013 (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filing on January 11, 2013)

Certificate of Conversion, dated January 10, 2013 (incorporated by reference to Exhibit 3.2 of the Company’s Form 8-K filing on January 11, 2013)

Certificate of Incorporation, dated January 10, 2013 (incorporated by reference to Exhibit 3.3 of the Company’s Form 8-K filing on January 11, 2013)

Certificate of Amendment to the Certificate of Incorporation, dated April 30, 2014 (incorporated by reference to Exhibit 3.5 of the Company’s Form S-1 filing on May 20, 2014)

Certificate of Amendment to the Certificate of Incorporation, dated November 28, 2017 (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filing on November 29, 2017)

Certificate of Designation dated December 7, 2015 (incorporated by reference on Exhibit 3.1 of the Company’s Form 8-K on December 10, 2016)

Amended and Restated Bylaws, dated November 28, 2017 (incorporated by reference to Exhibit 3.2 of the Company’s Form 8-K filing on November 29, 2017)

Certificate of Ownership and Merger, dated December 6, 2017 (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K filing on December 7, 2017)

of Designation of Series AA Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s Form

8-K filing on January 31, 2019)

of Amendment of Certificate of Incorporation dated April 26, 2019 (incorporated by reference to Exhibit 3.1 of the Company’s

Form 8-K filing on April 30, 2019)

Form of Financing Warrant (incorporated by reference to the Company's Form 8-K filing on April 3, 2018

Second Amended and Restated Employment Agreement with Nevan Elam, dated February 23, 2015 (incorporated by reference to the Company’s Form 8-K filing on February 24, 2015)

Second Amended and Restated Employment Agreement with Sankaram Mantripragada, dated February 23, 2015 (incorporated by reference to the Company’s Form 8-K filing on February 24, 2015)

AntriaBio, Inc.

2014 Stock and Incentive Plan (incorporated by reference to Appendix B to the Company’s Definitive Information Statement on Schedule 14C filed on April 10, 2014)

AntriaBio, Inc.

2015 Non Qualified Stock Option Plan (incorporated by reference to the Company’s Form 8-K filing on February 24, 2015)

AntriaBio, Inc.

2016 Non Qualified Stock Option Plan (incorporated by reference to the Company’s Form 8-K filing on November 4, 2016)

Accordingly, these

representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties

were made or at any other time.

Investors should not rely on them as statements of fact.

The following exhibits

of Rezolute, Inc.

(formerly AntriaBio, Inc.) are filed or incorporated by reference as part of this Report.

exhibits that are incorporated by reference, we have indicated the document previously filed with the SEC in which the exhibit

was included.

of Conversion, dated January 10, 2013 (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filing

on January 11, 2013)

of Conversion, dated January 10, 2013 (incorporated by reference to Exhibit 3.2 of the Company’s Form 8-K filing

on January 11, 2013)

of Incorporation, dated January 10, 2013 (incorporated by reference to Exhibit 3.3 of the Company’s Form 8-K filing

on January 11, 2013)

of Amendment to the Certificate of Incorporation, dated April 30, 2014 (incorporated by reference to Exhibit 3.5 of the

Company’s Form S-1 filing on May 20, 2014)

of Amendment to the Certificate of Incorporation, dated November 28, 2017 (incorporated by reference to Exhibit 3.1 of

the Company’s Form 8-K filing on November 29, 2017)

of Designation dated December 7, 2015 (incorporated by reference on Exhibit 3.1 of the Company’s Form 8-K on December

and Restated Bylaws, dated November 28, 2017 (incorporated by reference to Exhibit 3.2 of the Company’s Form 8-K

filing on November 29, 2017)

of Ownership and Merger, dated December 6, 2017 (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K

filing on December 7, 2017)

of Designation of Series AA Convertible Preferred Stock (incorporated by reference to Exhibit 2.1 of the Company’s

Form 8-K filing on January 31, 2019)

of Amendment of Certificate of Incorporation dated April 26, 2019 ( incorporated by reference to Exhibit 3.1

of the Company’s Form 8-K filing on April 30, 2019)

of Financing Warrant (incorporated by reference to Exhibit 4.1 of the Company's Form 8-K filing on April 3, 2018 )

Amended and Restated Employment Agreement with Nevan Elam, dated February 23, 2015 (incorporated by reference to the Company’s

Form 8-K filing on February 24, 2015)

Amended and Restated Employment Agreement with Sankaram Mantripragada, dated February 23, 2015 (incorporated by reference

to the Company’s Form 8-K filing on February 24, 2015)

AntriaBio, Inc.

2016 Non Qualified Stock Option Plan, as Amended (incorporated by reference to the Company’s Form 10-K on September 21, 2017)

2019 Non Qualified Stock Option Plan (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filing on August 6, 2019)

Nevan Elam Refresh Stock Option Agreement (incorporated by reference to the Company’s Form 8-K on December 29, 2016)

Sankaram Mantripragada Stock Option Agreement (incorporated by reference to the Company’s Form 8-K on December 29, 2016)

Form of Stock Option Cancellation Agreement (incorporated by reference to the Company’s Form 10-Q filing on May 15, 2017)

Development and License Agreement with ActiveSite Pharmaceuticals, Inc.

(incorporated by reference to the Company’s Form 8-K filing on August 7, 2017)

Form of Purchase Agreement with Lincoln Park Capital Fund, LLC (incorporated by reference to the Company’s Form 8-K filing on December 26, 2017)

Form of Registration Right Agreement with Lincoln Park Capital Fund, LLC (incorporated by reference to the Company’s Form 8-K filing on December 26, 2017)

Common Stock Purchase Agreement (incorporated by reference to the Company’s Form 10-Q filing on February 14, 2018)

License Agreement with Xoma (US) LLC (incorporated by reference to the Company’s 10-Q filing on February 14, 2018)

Form of Senior Secured Promissory Note (incorporated by reference to the Company's Form 8-K filing on April 3, 2018)

Amendment No.

2 to the Stock Purchase Agreement with Xoma (US) LLC (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q filing on February 14, 2019)

Amendment No.

2 to the License Agreement with Xoma (US) LLC (incorporated by reference to Exhibit 10.2 of the Company's Form 10-Q filing on February 14, 2019)

Purchase Agreement for Shares of Series AA Preferred Stock with Genexine, Inc.

2014 Stock and Incentive Plan (incorporated by reference to Appendix B to the Company’s Definitive Information Statement on Schedule 14C filed on April 10, 2014)

2015 Non Qualified Stock Option Plan (incorporated by reference to the Company’s Form 8-K filing on February

2016 Non Qualified Stock Option Plan (incorporated by reference to the Company’s Form 8-K filing on November

2016 Non Qualified Stock Option Plan, as Amended (incorporated by reference to the Company’s Form 10-K on September

Non Qualified Stock Option Plan (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filing on August

and License Agreement with ActiveSite Pharmaceuticals, Inc.

(incorporated by reference to the Company’s Form 8-K

filing on August 7, 2017)

of Purchase Agreement with Lincoln Park Capital Fund, LLC (incorporated by reference to the Company’s Form 8-K filing

on December 26, 2017)

of Registration Right Agreement with Lincoln Park Capital Fund, LLC (incorporated by reference to the Company’s Form

8-K filing on December 26, 2017)

Stock Purchase Agreement (incorporated by reference to the Company’s Form 10-Q filing on February 14, 2018)

Agreement with Xoma (US) LLC (incorporated by reference to the Company’s 10-Q filing on February 14, 2018)

of Senior Secured Promissory Note (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filing on April

2 to the Stock Purchase Agreement with Xoma (US) LLC (incorporated by reference to Exhibit 10.1 of the Company's Form

10-Q filing on February 14, 2019)

2 to the License Agreement with Xoma (US) LLC (incorporated by reference to Exhibit 10.2 of the Company's Form 10-Q

filing on February 14, 2019)

Agreement for Shares of Series AA Preferred Stock with Genexine, Inc.

and Handok, Inc.

(incorporated by reference to Exhibit 10.3 of the Company's Form 10-Q filing on February 14, 2019)

First Amendment to the 2016 Non-Qualified Stock Option Plan (incorporated by reference to Exhibit C to the Company’s Schedule 14A definitive proxy statement filing on April 5, 2019)

(incorporated by reference to Exhibit

10.3 of the Company's Form 10-Q filing on February 14, 2019)

Amendment to the 2016 Non-Qualified Stock Option Plan (incorporated by reference to Exhibit C to the Company’s Schedule

14A definitive proxy statement filing on April 5, 2019)

Agreement between Keith Vendola and the Company dated July 31, 2019 (incorporated by reference to the Company's Form 8-K

filing on August 6, 2019)

Services Agreement with Genexine, Inc.

and Handok, Inc., effective as of July 1, 2019 (incorporated by reference to Exhibit

10.1 of the Company’s Form 10-Q filing on November 14, 2019)

3 to the License Agreement with Xoma (US) LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form

10-Q filing on May 14, 2020)

Agreement with Handok, Inc.

entered into on September 15, 2020*

of Subsidiaries*

Consent of Plante & Moran, PLLC*

Consent of EKSH LLLP*

Certification of Chief Executive Officer as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Certification of Chief Financial Officer as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Certification of Chief Executive Officer as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

Certification of Chief Financial Officer as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

XBRL Instance Document*

XBRL Taxonomy Extension Schema*

XBRL Taxonomy Extension Calculation Linkbase*

XBRL Taxonomy Extension Definition Linkbase*

XBRL Taxonomy Extension Label Linkbase*

XBRL Taxonomy Extension Presentation Linkbase*

of Plante & Moran, PLLC*

Certification

of Chief Executive Officer as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Certification

of Chief Financial Officer as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Certification

of Chief Executive Officer as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

Certification

of Chief Financial Officer as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

Instance Document*

Taxonomy Extension Schema*

Taxonomy Extension Calculation Linkbase*

Taxonomy Extension Definition Linkbase*

Taxonomy Extension Label Linkbase*

Taxonomy Extension Presentation Linkbase*

* Filed herewith.

3 unchanged sentences

Not applicable

Pursuant to the requirements of Section 13 or 15(d) of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly

Pursuant to the requirements of Section 13

or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned, thereunto duly authorized.

REZOLUTE, INC.

September 9, 2019

/s/ Nevan Elam

1 unchanged sentence

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act

of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the

dates indicated.

September 9, 2019

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities

and on the dates indicated.

October 13, 2020

/s/ Nevan Elam

1 unchanged sentence

(Principal Executive Officer)

September 9, 2019

October 13, 2020

/s/ Keith Vendola

2 unchanged sentences

(Principal Financial Officer)

September 9, 2019

/s/ Young-Jin Kim

October 13, 2020

Young-Jin Kim

Chairman of the Board of Directors

September 9, 2019

/s/ Young Chul Sung

Young Chul Sung

October 13, 2020

/s/ Jung-Hee Lim

October 13, 2020

/s/ Gil Labrucherie

Gil Labrucherie

October 13, 2020

/s/ Philippe Fauchet

Philippe Fauchet

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures