Rezolute, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures We maintain “disclosure controls 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 of the end of the period covered by this Annual Report, we carried out an evaluation, under the supervision and with the participation of senior management, including 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 level. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management assessed the effectiveness 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 Framework. 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 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. 54 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 with U.S. GAAP and SEC rules and regulations. 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. ITEM 9B. OTHER INFORMATION. Not applicable. 55 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. The following table sets forth certain 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. Name Age Position Date Appointed Young-Jin Kim 63 Chairman of the Board of Directors February 10, 2019 Young Chul Sung, Ph.D. 64 Director February 10, 2019 Nevan C. Elam 53 Chief Executive Officer and Director January 31, 2013 Jung-Hee Lim 50 Director November 20, 2019 Gil Labrucherie 49 Director November 20, 2019 Sankaram Mantripragada, Ph.D. 62 Chief Scientific Officer January 31, 2013 Keith Vendola 48 Chief Financial Officer May 16, 2018 Set forth below is biographical information with respect to each of the aforementioned individuals. Young-Jin Kim. Mr. Kim serves as the Chairman of our Board. Mr. Kim is Chairman & CEO of Handok Inc. (“Handok”), one of the leading pharmaceutical companies in the Republic of Korea. Mr. 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. In 1996, he was appointed as CEO of Handok. Mr. Kim has been serving as President of Handok Jeseok Foundation since 2014. He also has been serving as President of KDG (Korean-German Society) since 2010 and Vice President of Medium Industries Committee of KCCI (The Korea Chamber of Commerce & Industry) since 2009. Mr. 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. Mr. Kim 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. Young Chul Sung, Ph.D. Dr. Sung served as a member of our Board until September 10, 2020. Dr. Sung is the founder and CEO of Genexine Inc, a KOSDAQ listed biotech company developing innovative drugs in cancer and orphan diseases. Dr. Sung currently serves as a professor at POSTECH Department of Life Sciences and founder of POSTECH- Catholic Bio Medical Institute. Dr. 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. Dr. 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. He is also a member of the Korean Society of Virology. Dr. Sung was a former president of the Korean Association of Immunobiologists (KAI) from 2005 to 2007. We believe Dr. Sung’s scientific background qualified him to serve on the Board. Nevan C. Elam. Mr. Elam serves as our Chief Executive Officer. Mr. Elam was as a Managing Director of Konus Advisory Group, Inc. from January 2012 to September 2014. Prior to Mr. 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 corporate partner in the law firm of Wilson Sonsini Goodrich & Rosati. He serves as Director of Savara, Inc. and Softhale in Belgium. Mr. 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. Jung-Hee Lim. Mr. Lim serves as a member of our Board. Mr. 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. Mr. Lim received his Master of Science from the Yonsei University Graduate School of Engineering. Mr. 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. 56 Gil Labrucherie. Mr. Labrucherie serves as a member of our Board. Mr. 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. Labrucherie was an executive at different organizations where he was responsible for global corporate alliance and mergers and acquisitions. Mr. Labrucherie began his career as an associate in the corporate practice of the law firm of Wilson Sonsini Goodrich & Rosati. Mr. 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. Mr. Labrucherie 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. Sankaram Mantripragada, Ph.D. Dr. 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. Dr. 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. Dr. 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 . Dr. Vendola serves as our Chief Financial Officer. Dr. 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. Dr. 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. Prior, Dr. 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). Dr. Vendola served as an investment banker within the healthcare groups of Banc of America Securities (now BofA Securities) and Chase (now JPMorgan). Dr. Vendola received an M.B.A. 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 with honors. 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. September 2020 Board Composition Changes On September 10, 2020, our Board of Directors approved an increase in the number of members that may serve as directors from five to six. In addition, the Board a ccepted the resignation of Dr. Young Chul Sung as a director and appointed Philippe Fauchet as a new director. Mr. 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. Mr. 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 Department. Effective with his appointment to the Board, Mr. Fauchet became a member of the Audit Committee and the Compensation Committee. A fter these Board composition changes, we currently have five directors. The Board has determined that each of Mr. Lim, Mr. Labrucherie and 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. 57 Family Relationships 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 offenses); · 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, or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or · 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” tab. 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. Audit Committee 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. Effective November 20, 2019, Mr. Gil Labrucherie and Mr. Jung-Hee Lim became members of our Board of Directors and Audit Committee and Mr. Fauchet was appointed to the Audit Committee effective as of September 10, 2020. Mr. 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. 58 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. From February 16, 2019 through November 20, 2019, Mr. Young-Jin Kim and Dr. Young Chul Sung served as the sole members of the Compensation Committee. Effective November 20, 2019, Mr. Gil Labrucherie and Mr. Jung-Hee Lim became members of the Compensation Committee. In September 2020, Mr. Fauchet became a member of the Compensation Committee, and Mr. Kim and Dr. Sung have resigned as members of the Compensation Committee. Mr. Labrucherie, Mr. Fauchet and 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 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 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 Committee. 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. 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 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. 59 For the fiscal year ended June 30, 2020, no compensation was incurred since there were no members of the Nominating and Governance Committee. Scientific Advisory Board We have established a Scientific Advisory Board (“SAB”). The members of the board are Robert B. Bhisitkul, M.D., PH.D. and Jerrold 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. ITEM 11. 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, 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. Elam, Dr. Mantripragada and Mr. Vendola (our “Named Executive Officers”) for the fiscal year ended June 30, 2020: Name and Position Fiscal Year Salary Bonus Stock Option Awards All Other Compensation Total Nevan Elam, 2020 $ 490,000 (1) $ 355,770 (4) $ 2,688,000 (6) $ 23,683 (7) $ 3,557,453 Chief Executive Officer 2019 453,333 (1) 258,750 (5) - 20,163 (7) 732,246 Sankaram Mantripragada, 2020 $ 350,000 (2) $ 238,875 (4) $ 627,000 (6) $ 31,883 (8) $ 1,247,758 Chief Scientific Officer 2019 350,000 (2) 181,125 (5) - 31,269 (8) 562,394 Keith Vendola, 2020 $ 365,000 (3) $ 44,179 (4) $ 538,000 (6) $ 13,581 (9) $ 960,760 Chief Financial Officer 2019 330,000 (3) 8,044 (5) 395,723 (6) 1,605 735,372 (1) Pursuant 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. Elam’s base salary increased to $490,000 with an effective date of June 1, 2019. (2) Pursuant 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 and 2019. (3) Mr. Vendola was appointed as our Chief Financial Officer on May 16, 2018 with a base salary of $330,000. Effective July 31, 2019, Mr. 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. 60 (4) On 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. (5) On 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. (6) 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. 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. (7) Amount 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. (8) Amount 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. (9) For 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. During the fiscal year ended June 30, 2019, Mr. Elam and Dr. 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. The total amounts forgiven by Mr. Elam of $78,000 and Dr. Mantripragada for $117,000 are not reflected as a reduction of compensation in the Summary Compensation Table above. 61 Outstanding Equity Awards During the 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: Number of Securities Underlying Option Option Grant Vesting Unexercised Options Exercise Expiration Name Date Type Exercisable Unexercisable Price Date Nevan C. Elam (1) : 3/26/14 Time 27,000 - $ 156.00 3/26/21 2/23/15 Time 34,800 - 103.00 2/23/25 12/28/16 Time 61,250 8,750 60.00 12/28/16 7/31/19 Time 95,833 104,167 14.50 7/31/29 7/31/19 Hybrid - 100,000 (2) 14.50 7/31/29 Total for Mr. Elam 218,883 212,917 Sankaram Mantripragada: 3/26/14 Time 10,000 - $ 156.00 3/26/21 2/23/15 Time 13,900 - 103.00 2/23/25 5/12/17 Time 15,417 4,583 60.00 5/12/27 6/30/17 Time 15,000 5,000 60.00 6/30/27 7/31/19 Time 22,521 24,479 14.50 7/31/29 7/31/19 Hybrid - 23,000 (2) 14.50 7/31/29 Total for Dr. Mantripragada 76,838 57,062 Keith Vendola: 7/2/18 Time 9,583 10,417 $ 26.00 7/2/28 7/31/19 Time 19,167 20,833 14.50 7/31/29 7/31/19 Hybrid - 20,000 (2) 14.50 7/31/29 Total for Mr. Vendola 28,750 51,250 (1) The 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. (2) Stock 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. 62 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, 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 Director Name Audit Compensation Nominating Young-Jin Kim (1) X Young Chul Sung, Ph.D. (2) X Jung-Hee Lim (3) X X Gil Labrucherie (4) X X (1) Mr. 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. Mr. Kim did not receive any compensation for serving in these capacities. (2) Dr. Young Chul Sung was appointed to serve as a member of our Board of Directors on February 16, 2019. He was also a member of the Compensation Committee until he resigned from this committee in September 2020. Dr. Sung did not receive any compensation for serving in these capacities. (3) Mr. Lim was appointed to serve as a member of our Board of Directors, Audit Committee and Compensation Committee on November 20, 2019. Mr. Lim does not receive any compensation for serving in these capacities. (4) Mr. Labrucherie 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. Labrucherie was granted stock options for 8,000 shares exercisable at $14.50 per share. These stock options vest ratably over 36 months and had an estimated fair value of approximately $39,000 on the grant date. Nevan Elam, our Chief Executive Officer and a director, did not receive any additional compensation for serving as a director. Please refer 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: Nevan Elam 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 Mr. Elam’s base salary to $490,000. 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” or 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 as if Mr. Elam had remained employed by us during such period. The terms “Cause” and “Good Reason” 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. Dr. 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. Dr. 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. In the event that we terminate Dr. Mantripragada’s employment without “Cause” or if Dr. 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. 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 Dr. Mantripragada had remained employed by us during such period. The terms “Cause” and “Good Reason” are defined in the employment agreement. 63 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. Mr. 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”, 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. In the event that we terminate Mr. Vendola’s employment without “Cause” or if Mr. 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”, “Good Reason” and “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. ITEM 12. 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. The number 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. 64 Beneficial Percent Name of Beneficial Owner Position with Company Ownership of Class Stockholders in excess of 5% Handok, Inc. Stockholder 1,997,991 (1) 34.1 % Genexine, Inc. Stockholder 1,826,019 (2) 31.1 % Directors and Executive Officers: Young-Jin Kim Chairman of the Board of Directors 1,997,991 (3) 34.1 % Nevan C. Elam Chief Executive Officer and Director 252,640 (4) 4.1 % Jung-Hee Lim Director - * Gil Labrucherie Director 4,548 (5) * Philippe Fauchet Director - * Sankaram Mantripragada, Ph.D. Chief Scientific Officer 104,504 (6) 1.8 % Keith Vendola Chief Financial Officer 34,167 (7) * Directors and executive officers as a group (7 people) 2,393,850 (8) 38.4 % (1) Voting 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. (2) Voting 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. (3) Consists 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. (4) Consists 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 Date. (5) Consists of (i) 941 shares of our Common Stock owned by a trust controlled by Mr. Labrucherie, (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. (6) Consists 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. (7) Consists of shares of our Common Stock issuable upon exercise of stock options that are exercisable within 60 days of the Determination Date. (8) Consists 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. * Less than 1%. 65 ITEM 13. 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 approximately 2.3 million shares of our Common Stock at a conversion price of $11.00 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 $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. 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 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 Persons We rely on our Board to review related party transactions on an ongoing basis to prevent conflicts of interest. Our Board reviews a transaction in light of the affiliations of the director, officer or employee and the affiliations of such person’s immediate family. Transactions are presented to our Board for approval before they are entered into or, if this is not possible, for ratification after the transaction has occurred. If our Board finds that a conflict of interest exists, then it will determine the appropriate remedial action, if any. Our Board approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company. 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 directors are independent. We have determined that as of June 30, 2020, Mr. Lim and Mr. 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; or 66 · 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. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. Principal Accounting Fees and Services The aggregate fees billed by Plante & Moran, PLLC for professional services rendered to us for the years ended June 30, 2020 and 2019 are set forth in the table below. 2020 2019 Amount Percent Amount Percent Audit fees (1) $ 142,000 92 % $ 142,035 100 % Audit-related fees - - - - Tax fees 12,000 8 % - - All other fees - - - - Total $ 154,000 100 % $ 142,035 100 % (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 independence. 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. All services 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. 67 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (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. (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. (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. These representations and warranties: · may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements; · may apply standards of materiality that differ from those of a reasonable investor; and · were made only as of specified dates contained in the agreements and are subject to subsequent 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 of fact. 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. Exhibit No. Description 3.1 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) 3.2 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) 3.3 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) 3.4 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) 3.5 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) 3.6 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) 3.7 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) 3.8 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) 3.9 Certificate 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) 3.10 Certificate 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) 4.1 Form of Financing Warrant (incorporated by reference to Exhibit 4.1 of the Company's Form 8-K filing on April 3, 2018 ) 10.1 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) 68 10.2 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) 10.3 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) 10.4 AntriaBio, Inc. 2015 Non Qualified Stock Option Plan (incorporated by reference to the Company’s Form 8-K filing on February 24, 2015) 10.5 AntriaBio, Inc. 2016 Non Qualified Stock Option Plan (incorporated by reference to the Company’s Form 8-K filing on November 4, 2016) 10.6 AntriaBio, Inc. 2016 Non Qualified Stock Option Plan, as Amended (incorporated by reference to the Company’s Form 10-K on September 21, 2017) 10.7 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) 10.8 Development and License Agreement with ActiveSite Pharmaceuticals, Inc. (incorporated by reference to the Company’s Form 8-K filing on August 7, 2017) 10.9 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) 10.10 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) 10.11 Common Stock Purchase Agreement (incorporated by reference to the Company’s Form 10-Q filing on February 14, 2018) 10.12 License Agreement with Xoma (US) LLC (incorporated by reference to the Company’s 10-Q filing on February 14, 2018) 10.13 Form of Senior Secured Promissory Note (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filing on April 3, 2018) 10.14 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) 10.15 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) 10.16 Purchase 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) 10.17 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) 10.18 Employment 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) 10.19 Master 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) 10.20 Amendment No. 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) 10.21 License Agreement with Handok, Inc. entered into on September 15, 2020* 21.1 Listing of Subsidiaries* 23.1 Consent of Plante & Moran, PLLC* 31.1 Certification of Chief Executive Officer as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 31.2 Certification of Chief Financial Officer as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 32.1 Certification of Chief Executive Officer as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* 32.2 Certification of Chief Financial Officer as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* 69 101.INS XBRL Instance Document* 101.SCH XBRL Taxonomy Extension Schema* 101.CAL XBRL Taxonomy Extension Calculation Linkbase* 101.DEF XBRL Taxonomy Extension Definition Linkbase* 101.LAB XBRL Taxonomy Extension Label Linkbase* 101.PRE XBRL Taxonomy Extension Presentation Linkbase* * Filed herewith. In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed. ITEM 16. FORM 10-K SUMMARY. Not applicable 70 SIGNATURES 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. Date: October 13, 2020 By: /s/ Nevan Elam Nevan Elam Chief Executive Officer and Director (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. Date: October 13, 2020 By: /s/ Nevan Elam Nevan Elam Chief Executive Officer and Director (Principal Executive Officer) Date: October 13, 2020 By: /s/ Keith Vendola Keith Vendola Chief Financial Officer (Principal Financial Officer) Date: October 13, 2020 By: /s/ Young-Jin Kim Young-Jin Kim Chairman of the Board of Directors Date: October 13, 2020 By: /s/ Jung-Hee Lim Jung-Hee Lim Director Date: October 13, 2020 By: /s/ Gil Labrucherie Gil Labrucherie Director Date: October 13, 2020 By: /s/ Philippe Fauchet Philippe Fauchet Director 71