What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-09-17 compared with 2024-09-19 · 277 added, 199 removed, 549 unchanged (46% of the section changed)

Financial Statements and Supplementary Data.

Reports of Independent Registered Public Accounting Firms ( Grant Thornton, LLP ;

Newport Beach, California ;

248 ) ( Plante & Moran, PLLC ;

Cleveland, Ohio ;

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Financial Statements:

5 unchanged sentences

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders

Board of Directors and Shareholders

Rezolute, Inc.

and subsidiaries

Opinion on the financial statements

We have audited the accompanying consolidated balance sheet of Rezolute, Inc.

and subsidiaries (the “Company”) as of June 30, 2024, the related consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows for the year ended June 30, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024, and the results of its operations and its cash flows for the year ended June 30, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheets of Rezolute, Inc.

and subsidiaries (the “Company”) as of June 30, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for each of the two years in the period ended June 30, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical audit matters

6 unchanged sentences

September 17, 2025

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Rezolute, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Rezolute, Inc.

(the “Company”) as of June 30, 2023, the related statement of operations, shareholders' equity, and cash flows for year then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

The Company's management is responsible for these financial statements.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Plante & Moran, PLLC

We served as the Company’s auditor from 2013 to 2024.

Cleveland, Ohio

September 14, 2023

REZOLUTE, INC.

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June 30, 2025 and 2024

(In Thousands, Except Per Share Amounts)

(In Thousands, Except Share Amounts and Par Value)

Current assets:

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Long-term assets:

Right-of-use assets

Deposits and other

Investments in marketable debt securities

Right-of-use assets

Property and equipment, net

Investments in marketable debt securities

Liabilities and Shareholders' Equity

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Common stock, $ 0.001 par value;

100,000 shares authorized;

165,000,000 and 100,000,000 shares authorized;

issued and outstanding 86,995,985 and 53,245,824 shares as of June 30, 2025 and 2024, respectively

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For the Fiscal Years Ended June 30, 2025 and 2024

(In Thousands, Except Per Share Amounts)

(In Thousands, Except Share and Per Share Amounts)

Operating expenses:

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Interest and other income, net

Loss from change in fair value of warrant derivative liability

Loss from change in fair value of embedded derivative liability

Total non-operating income, net

Other comprehensive income (loss):

Net unrealized gain (loss) on marketable debt securities

Loss from change in fair value of warrant derivative liability

Total non-operating income (expense), net

Other comprehensive income:

Net unrealized gain on marketable debt securities

Comprehensive loss

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For the Fiscal Years Ended June 30, 2025 and 2024

(In Thousands)

(In Thousands, Except Share Amounts)

Comprehensive

Shareholders'

Balances, June 30, 2022

Gross proceeds from issuance of common stock for cash in 2022 Private Placement

Underwriting commissions and other equity offering costs

Share-based compensation

Net change in accumulated other comprehensive loss

Income (Loss)

Balances, June 30, 2023

1 unchanged sentence

2024 Pre-Funded Warrants

Other equity offering costs

Commissions and other offering costs

Issuance of common stock upon exercise of stock options

2 unchanged sentences

Acquisition and retirement of treasury shares pursuant to Exchange Agreement

( 3,000,000 )

Reclassification of warrant derivative liability to equity

Net change in accumulated other comprehensive loss

Net change in accumulated other comprehensive income (loss)

Balances, June 30, 2024

Proceeds from issuance of equity securities in 2025 Underwritten Offering, net of underwriting discounts

2025 Pre-Funded Warrants

Gross proceeds from issuance of common stock for cash in 2024 Private Placement

Gross proceeds from issuance of common stock for cash in 2025 Private Placement

Commissions and other offering costs

Issuance of common stock upon exercise of stock options

Share-based compensation

Cashless exercise of pre-funded warrants

Net change in accumulated other comprehensive income (loss)

Balances, June 30, 2025

The accompanying notes are an integral part of these consolidated financial statements.

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Proceeds from maturities of marketable debt securities

Purchase of property and equipment

Total Cash Provided by (Used in) Investing Activities

Net Cash Provided by (Used in) Investing Activities

CASH FLOWS FROM FINANCING ACTIVITIES:

1 unchanged sentence

Net cash payment pursuant to Exchange Agreement

Proceeds from issuance of equity securities in 2024 Underwritten Offering, net of underwriting discounts

Proceeds from issuance of equity securities in underwritten offerings, net of underwriting discounts

Issuance of common stock

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Gross proceeds from issuance of common stock in 2024 Private Placement

Payment of commissions and other deferred offering costs

Gross proceeds from issuance of common stock in 2025 Private Placement

Payment of offering costs

Net Cash Provided by Financing Activities

Net increase (decrease) in cash and cash equivalents

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of fiscal year

Cash and cash equivalents at end of fiscal year

The accompanying notes are an integral part of these consolidated financial statements.

REZOLUTE, INC.

Consolidated Statements of Cash Flows, Continued

For the Fiscal Years Ended June 30, 2024 and 2023

(In Thousands)

SUPPLEMENTARY CASH FLOW INFORMATION:

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NON-CASH INVESTING AND FINANCING ACTIVITIES:

Acquisition of treasury shares in exchange for pre-funded warrant derivative liability

Acquisition of treasury shares in exchange for issuing pre-funded warrant liability

Receivable from exercise of stock options

Payables for offering costs charged to additional paid-in capital

Payable for offering costs charged to additional paid-in capital

The accompanying notes are an integral part of these consolidated financial statements.

REZOLUTE, INC.

Notes to Consolidated Financial Statements.

NOTE 1 — NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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(the “Company”) is a late-stage rare disease company focused on significantly improving outcomes for individuals with hypoglycemia caused by hyperinsulinism.

The Company’s primary clinical assets consist of (i) ersodetug (formerly known as RZ358), which is a potential treatment for all forms of hyperinsulinism, including congenital hyperinsulinism, an ultra-rare pediatric genetic disorder characterized by excessive production of insulin by the pancreas, and (ii) RZ402, which is an oral plasma kallikrein inhibitor (“PKI”) being developed as a potential therapy for the chronic treatment of diabetic macular edema.

Consolidation

12 unchanged sentences

The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources.

The Company’s significant accounting estimates include, but are not necessarily limited to, determination if an allowance for credit losses is required or if other than temporary impairment exists for marketable debt securities, fair value of an derivative liabilities, fair value of share-based payments, management’s assessment of going concern, and estimates related to clinical trial accrued liabilities.

The Company’s significant accounting estimates include, but are not necessarily limited to, determination if an allowance for credit losses is required or if other than temporary impairment exists for marketable debt securities, fair value of derivative liabilities, fair value of share-based compensation, management’s assessment of going concern, and estimates related to clinical trial accrued liabilities.

Actual results could differ from those estimates.

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The Company's operations may be subject to significant risks and uncertainties including financial, operational, regulatory and other risks associated with a clinical stage company, including the potential risk of business failure discussed in Note 2.

REZOLUTE, INC.

Notes to Consolidated Financial Statements.

Cash and Cash Equivalents

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The investment policy also places restrictions on the length of maturities and concentrations by type and issuer.

The Company’s investments are issued by issuers that management believes are of high credit quality.

The Company only invests in issuers that management believes are of high credit quality.

However, all issuers are exposed to credit risk in the event of default.

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For lease agreements with lease and non-lease components, the Company generally accounts for them separately.

REZOLUTE, INC.

Notes to Consolidated Financial Statements.

Property and Equipment

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Share-Based Compensation

The Company measures the fair value of employee and director services received in exchange for grants of stock options and other equity awards granted, based on the fair value of the award as of the grant date.

The Company measures the fair value of employee and director services received in exchange for grants of stock options and other equity awards, based on the fair value of the award as of the grant date.

The Company computes the fair value of stock options using the Black-Scholes-Merton (“BSM”) option pricing model and recognizes the value of the equity awards over the period that services are provided to earn the award, usually the vesting period.

For awards granted which contain a graded vesting schedule, and the only condition for vesting is a service condition, compensation cost is recognized as an expense on a straight-line basis over the requisite service period as if the award was, in substance, a single award.

Fair value of restricted stock units (“RSUs”) is based on the closing market price on the date of grant whereby compensation cost is recognized ratably over the vesting period of the RSUs.

The Company recognizes the impact of forfeitures in the period that the forfeiture occurs, rather than estimating the number of awards that are not expected to vest in accounting for share-based compensation.

5 unchanged sentences

Fair Value of Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance set forth by the Financial Accounting Standards Board (“FASB”) in Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”).

Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

REZOLUTE, INC.

Notes to Consolidated Financial Statements.

(“FASB”) in Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and during each subsequent quarterly period while the warrants are outstanding.

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To the extent dilutive, during periods in which pre-funded warrants are accounted for as derivative liabilities, the calculation of diluted net loss per share will be further adjusted to eliminate gains on changes in the fair value of such pre-funded warrants, and the related pre-funded warrant shares will be included in the weighted average number of shares outstanding.

Diluted net loss per share is computed using the treasury stock method by further giving effect to all potential shares of common stock, including stock options and warrants, to the extent dilutive.

Diluted net loss per share is computed using the treasury stock method by further giving effect to all potential shares of common stock, including stock options, unvested RSUs, and Legacy Warrants (defined in Note 8), to the extent dilutive.

For participating warrants that are entitled to participate in dividends declared to holders of shares of common stock, the Company applies the two-class method of allocating earnings if the impact of including the participating warrants is dilutive for the calculation of both basic and diluted net loss per share.

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Upon retirement, the treasury shares are no longer accounted for as issued and outstanding.

REZOLUTE, INC.

Notes to Consolidated Financial Statements.

Recent Accounting Pronouncements

Recently Adopted Accounting Standard.

The following accounting standard was adopted in the fiscal year ended June 30, 2024:

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments.

ASU 2016-13 amends the guidance on the impairment of financial instruments.

This update adds an impairment model (known as the current expected credit losses

model) that is based on expected losses rather than incurred losses.

Under the expected credit loss model, if declines in fair value below amortized costs are due to the deterioration of an issuer’s credit quality, the Company is required to record an allowance for credit losses related to such investments with a corresponding loss recognized in the consolidated statements of operations.

Allowances for credit losses may be reversed in subsequent periods if conditions improve and credit-related losses are no longer expected.

For declines in fair value that are solely due to changes in interest rates, impairment is not recognized if the Company has the ability and intent to hold the investment until maturity.

Effective as of July 1, 2023, the Company implemented the guidance in ASU 2016-13.

The adoption of ASU 2016-13 did not have any impact on the accompanying consolidated financial statements.

The following accounting standard was adopted for the fiscal year ended June 30, 2025:

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which improves reportable segment disclosure requirements through enhanced disclosures about significant segment expenses.

ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items and interim disclosures of a reportable segment’s profit or loss and assets.

The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company implemented the guidance in ASU 2023-07 for the fiscal year ended June 30, 2025 and retrospectively for the fiscal year ended June 30, 2024 (see Note 15).

The adoption of ASU 2023-07 did not have any material impact on the accompanying consolidated financial statements.

Standard Required to be Adopted in Future Periods.

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ASU 2023-09 is effective for annual periods beginning after December 15, 2024.

Management has not determined the timing for adoption of this standard.

Management plans to adopt this accounting standard for the fiscal year ended June 30, 2026.

The adoption of ASU 2023-09 and other accounting standards that have been issued or proposed by the FASB that do not require adoption until a future date are not currently expected to have a material impact on the Company’s consolidated financial statements upon adoption.

2 unchanged sentences

For the fiscal year ended June 30, 2025, the Company incurred a net loss of $ 74.4 million and net cash used in operating activities amounted to $ 69.1 million.

As of June 30, 2024, the Company had an accumulated deficit of $ 329.4 million, and the Company’s capital resources consisted of cash and cash equivalents of $ 70.4 million and in marketable debt securities totaling $ 56.7 million.

As discussed in Note 7, the Company completed the 2024 Underwritten Offering in June 2024 that resulted in the issuance of approximately 13.0 million shares of common stock and 3.8 million prefunded warrants for net proceeds of $ 62.6 million after underwriting discounts and other offering costs.

As of June 30, 2025, the Company had an accumulated deficit of $ 403.9 million, and the Company’s capital resources consisted of cash and cash equivalents of $ 94.1 million and marketable debt securities totaling $ 73.8 million.

As discussed in Note 7, the Company completed the 2025 Underwritten Offering in April 2025 that resulted in the issuance of approximately 24.9 million shares of common stock and 6.9 million prefunded warrants for net proceeds of $ 96.8 million after underwriting discounts and other offering costs.

The Company also completed two private placements during the year in July 2024 and June 2025 that resulted in the issuance of approximately 1.5 million and 1.3 million shares for net proceeds of $ 6.0 million and $ 4.2 million, respectively.

As of June 30, 2025, the Company had total liabilities of $ 13.4 million, including total current liabilities of $ 11.9 million.

As discussed in Note 5, the Company is subject to license agreements that provide for future contractual payments upon achievement of various milestone events.

Pursuant to the XOMA License Agreement (as defined below), a $ 5.0 million milestone payment will be due upon dosing of the last patient in a Phase 3 clinical trial for ersodetug.

The commitment to pay the last patient dosing milestone of $ 5.0 million for the ersodetug Phase 3 clinical trial is expected to be recognized as a liability within 12 months.

As discussed in Note 15, in July 2024 the Company received net proceeds of approximately $ 6.0 million related to a private placement of 1.5 million shares of common stock.

Management believes the Company’s cash and cash equivalents, investments in marketable debt securities, and additional proceeds from the July 2024 private placement, will be adequate to meet the Company’s contractual obligations and carry out ongoing clinical trials and other planned activities through September 2025, at a minimum.

Pursuant to the XOMA License Agreement (as defined below), a $ 25.0 million milestone payment will be due upon regulatory approval of ersodetug by any regulatory authority.

The commitment to pay the $ 25.0 million for regulatory approval of ersodetug is not expected to be recognized as a liability within the next 12 months.

Due to uncertainties in the timing associated with clinical trial activities and regulatory approvals, there is even greater uncertainty in forecasting the timing of future clinical and regulatory milestone payments to XOMA that may be required during the fiscal year ending June 30, 2027 and thereafter.

REZOLUTE, INC.

Notes to Consolidated Financial Statements.

Management believes the Company’s cash and cash equivalents and investments in marketable debt securities will be adequate to meet the Company’s contractual obligations and carry out ongoing clinical trials and other planned activities for at least 12 months from the issuance date of the consolidated financial statements for the year ended June 30, 2025.

NOTE 3 — INVESTMENTS IN MARKETABLE DEBT SECURITIES

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To minimize the exposure due to an adverse shift in interest rates, the Company generally invests in securities with expected maturities of two years or less while maintaining a weighted average maturity of one year or less.

As of June 30, 2024 investments in marketable debt securities with an aggregate fair value of $ 56.5 million are scheduled to mature during the 12-month period ending June 30, 2025.

All of the remaining investments with a fair value of $ 0.3 million, are scheduled to mature during the 12-month period ending June 30, 2026.

During the fiscal year ended June 30, 2024, marketable debt securities for $ 115.1 million matured and approximately $ 66.4 million of the proceeds were reinvested in additional marketable debt securities.

The Company did not sell any marketable debt securities prior to the scheduled maturity dates for the fiscal year ended June 30, 2024.

As of June 30, 2025 all investments in marketable debt securities with an aggregate fair value of $ 73.8 million are scheduled to mature during the 12-month period ending June 30, 2026.

During the fiscal year ended June 30, 2025, marketable debt securities for $ 113.6 million matured and approximately $ 128.1 million was invested in additional marketable debt securities.

The Company did not sell any marketable debt securities prior to the scheduled maturity dates for the fiscal years ended June 30, 2025 and 2024.

Accrued interest receivable on all marketable debt securities amounted to $ 0.7 million and $ 0.4 million as of June 30, 2025 and 2024, respectively.

Accrued interest is included in other current assets in the accompanying consolidated balance sheet.

Accrued interest is included in other current assets in the accompanying consolidated balance sheets.

For the fiscal years ended June 30, 2025 and 2024, the Company did no t recognize any allowance for credit losses or other than temporary impairment related to investments in marketable debt securities.

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Corporate notes and bonds

Asset-backed securities

REZOLUTE, INC.

Notes to Consolidated Financial Statements.

The following table summarizes the unrealized gains and losses that result in differences between the amortized cost basis and fair value of the Company’s marketable debt securities held as of June 30, 2024 (in thousands):

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The addendum provided for a 36 -month extension, resulting in a new expiration date in February 2027.

The average base rent payable over the remaining lease term is approximately $ 9,000 .

The average base rent payable over the remaining lease term is approximately $ 9,000 per month.

Upon execution of the addendum, the Company re-measured the Bend, Oregon operating lease liability at approximately $ 352,000 using a discount rate of 10.0 %, and the related right-of-use asset was recognized for approximately $ 346,000 .

In April 2022, the Company entered into a lease agreement for a new corporate headquarters facility in Redwood City, California.

In April 2022, the Company entered into a lease agreement for a corporate headquarters facility in Redwood City, California.

The space consists of approximately 9,300 square feet and provides for total base rent payments of approximately $ 2.9 million through the expected expiration of the lease in November 2027.

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Operating lease liabilities:

For the fiscal years ended June 30, 2024 and 2023, operating lease expense included under the following captions in the accompanying consolidated statements of operations (in thousands):

For the fiscal years ended June 30, 2025 and 2024, operating lease expense is included under the following captions in the accompanying consolidated statements of operations (in thousands):

Research and development

General and administrative

REZOLUTE, INC.

Notes to Consolidated Financial Statements.

In addition to base rent expense, the Company’s facility leases require variable payments, including the proportionate share of the real estate taxes, building insurance and common area maintenance costs related to the facilities.

These variable payments are excluded from the determination of operating lease liabilities and amounted to an aggregate of $ 0.1 million for the fiscal year ended June 30, 2024.

These variable payments are excluded from the determination of operating lease liabilities and amounted to an aggregate of $ 0.1 million for each of the fiscal years ended June 30, 2025 and 2024.

As of June 30, 2025, the weighted-average remaining lease term under operating leases was 2.3 years, and the weighted-average discount rate used to determine the operating lease liabilities was 7.1 %.

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In April 2024, the Company was required to make a milestone payment under the XOMA License Agreement of $ 5.0 million that became due upon dosing of the first patient in the Company’s Phase 3 Clinical Trial for ersodetug.

Upon the achievement of certain clinical and regulatory events under the XOMA License Agreement, the Company will be required to make additional milestone payments to XOMA up to $ 30.0 million.

After the clinical and regulatory milestones, the Company will be required, upon the future commercialization of ersodetug, to pay royalties to XOMA based on the net sales of the related products and additional milestone payments to XOMA up to $ 185.0 million related to annual net sales amounts.

In May 2025, the Company was required to make a milestone payment under the XOMA License Agreement of $ 5.0 million that became due upon dosing of the last patient in the Company’s Phase 3 Clinical Trial for ersodetug.

The next milestone payment of $ 25.0 million will be due upon regulatory approval for ersodetug by any regulatory authority.

After the final regulatory milestone, the Company will be required, upon the future commercialization of ersodetug, to pay royalties to XOMA based on the net sales of the related products and additional milestone payments to XOMA up to $ 185.0 million related to annual net sales amounts.

There have been no events that would result in any royalty payments owed under the XOMA License Agreement to date.

The Company records a liability for milestone payments under license agreements in the period that the milestone event is achieved.

The next milestone payment of $ 5.0 million will be due upon dosing of the last patient in the ongoing Phase 3 clinical trial for ersodetug.

ActiveSite License Agreement

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(“ActiveSite”) pursuant to which the Company acquired the rights to ActiveSite’s Plasma Kallikrein Inhibitor program (“PKI Portfolio”).

The Company is initially using the PKI Portfolio to develop an oral PKI therapeutic for diabetic macular edema (RZ402) and may use the PKI Portfolio to develop other therapeutics for different indications.

The Company is initially using the PKI Portfolio to develop an oral PKI therapeutic for diabetic macular edema (RZ402) and may use the PKI Portfolio to develop other therapeutics for

REZOLUTE, INC.

Notes to Consolidated Financial Statements.

different indications.

The ActiveSite Development and License Agreement requires various milestone payments up to $ 46.5 million if all milestone events are achieved.

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The Exit Fee was not eliminated by termination of the Loan Agreement discussed above.

The Company is accounting for the Exit Fee Agreement as an embedded derivative liability with an estimated fair value of $ 0.5 million and $ 0.4 million as of June 30, 2024 and 2023, respectively.

The Company is accounting for the Exit Fee Agreement as an embedded derivative liability with an estimated fair value of $ 0.5 million as of June 30, 2025 and 2024.

Exit Events include, but are not limited to, sales of substantially all assets, certain mergers, change of control transactions, and issuances of common stock that result in new investors owning more than 35 % of the Company’s shares.

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NOTE 7 — SHAREHOLDERS’ EQUITY

Changes in Authorized Capital Stock

On December 5, 2024, the Company’s shareholders approved an increase in the authorized number of common shares from 100.0 million shares to 165.0 million shares.

Accordingly, as of June 30, 2025, the Company was authorized to issue 165.0 million shares of common stock and 0.4 million shares of preferred stock.

Pre-Funded Warrants

Between October 2021 and June 2024, the Company issued fully vested pre-funded warrants (“PFWs”) exercisable to purchase an aggregate of 21.3 million shares of common stock.

Between October 2021 and April 2025, the Company issued fully vested pre-funded warrants (“PFWs”) exercisable to purchase an aggregate of 28.2 million shares of common stock.

As of June 30, 2025 and 2024, all outstanding PFWs meet the requirements to be classified in shareholders’ equity under the caption additional paid-in capital .

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The OBP is a percentage designated by the holders whereby the PFWs cannot be exercised if, after giving effect thereto, the holder would beneficially own more than the designated OBP.

However, upon at least 61 days’ prior notice to the Company, any holder of PFWs may elect to increase or decrease the OBP to any other percentage not to exceed 19.99 %.

However, upon at least 61 days’ prior notice to the Company, any holder of PFWs may elect to increase or decrease the OBP to any other percentage

REZOLUTE, INC.

Notes to Consolidated Financial Statements.

not to exceed 19.99 %.

Assuming the holders comply with the respective OBP terms, all of the PFWs may be exercised at any time by paying the respective exercise price or electing to exercise on a cashless basis.

As of June 30, 2022, the Company had an aggregate of 14,582,516 PFWs that were outstanding.

No PFWs were issued or exercised for the fiscal year ended June 30, 2023.

The following table summarizes PFW activity for the fiscal year ended June 30, 2024:

The following table summarizes PFW activity for the fiscal years ended June 30, 2025 and 2024:

Outstanding, June 30, 2023

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Outstanding, June 30, 2024

Issuance of 2025 PFWs in April 2025

Cashless exercise of PFWs:

Shares surrendered for exercise price

Shares of common stock issued

( 2,525,883 )

( 2,999,384 )

( 5,525,267 )

Outstanding, June 30, 2025

(1) In connection with an underwritten offering in October 2021, PFWs were issued to purchase 1,661,461 shares of common stock at an issuance price of $ 6.49 per share (the “2021 PFWs”).

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The exercise price of the 2022 PFWs is $ 0.001 per share.

The 2022 PFWs were classified within shareholders’ equity for the entirety of the fiscal years ended June 30, 2024 and 2023.

(3) As discussed below under the caption Exchange Agreement , the Company issued 3,000,000 Exchange PWFs on March 8, 2024.

The exercise price of the Exchange PFWs is $ 0.001 per share.

(3) As discussed below under the caption Exchange Agreement, the Company issued 3,000,000 Exchange PFWs on March 8, 2024.

The exercise price of the Exchange PFWs was $ 0.001 per share.

The Exchange PFWs were initially classified as a derivative liability until May 13, 2024 when the terms were amended to permit reclassification within shareholders’ equity.

(4) As discussed below under the caption 2024 Underwritten Offering , the Company issued 2024 PWFs for the purchase of 3,750,000 shares of common stock on June 24, 2024.

(4) As discussed below under the caption 2024 Underwritten Offering, the Company issued 2024 PFWs for the purchase of 3,750,000 shares of common stock on June 24, 2024.

The exercise price of the 2024 PFWs is $ 0.001 per share.

(5) As discussed below under the caption 2025 Underwritten Offering, the Company issued 2025 PFWs for the purchase of 6,905,385 shares of common stock on April 24, 2025.

The exercise price of the 2025 PFWs is $ 0.001 per share.

REZOLUTE, INC.

Notes to Consolidated Financial Statements.

(6) Holder of PFWs provided notice of cashless exercise that resulted in cancellation of shares in lieu of paying the exercise price in cash.

(7) Represents the number of shares issued after giving effect to shares surrendered due to the cashless exercise notification by the holder.

2025 Private Placement

In May 2025, the Company entered into a securities purchase agreement (the “2025 SPA”) with Handok, Inc.

and two other investors relating to a private placement (the “2025 Private Placement”), pursuant to which 1,295,383 shares of common stock were issued at a purchase price of $ 3.25 per share.

Closing of the 2025 Private Placement occurred in June 2025, resulting in net proceeds of $ 4.2 million.

2025 Underwritten Offering

On April 23, 2025, the Company entered into an underwriting agreement with Guggenheim Securities, LLC (the “2025 Underwriter”) for the planned issuance and sale of equity securities in an underwritten public offering (the “2025 Underwritten Offering”).

The 2025 Underwritten Offering resulted in the issuance of (i) 20,786,923 shares of common stock at a price of $ 3.25 per share for gross proceeds of approximately $ 67.6 million, (ii) 4,153,846 shares of common stock pursuant to a 30-day option, which was fully exercised during closing, at a public offering price of $ 3.25 per share (the “2025 Underwriters’ Option”) for gross proceeds of $ 13.5 million, and (iii) pre-funded warrants to purchase 6,905,385 shares of common stock at a public offering price of $ 3.249 per pre-funded warrant (the “2025 PFWs”) for gross proceeds of approximately $ 22.4 million.

Closing occurred on April 24, 2025, whereby the aggregate gross proceeds from the 2025 Underwritten Offering amounted to approximately $ 103.5 million before deductions for underwriting commissions of 6.0 % of the gross proceeds and other offering costs of approximately $ 0.5 million.

After deducting total offering costs of approximately $ 6.7 million, the net proceeds of the 2025 Underwritten Offering amounted to approximately $ 96.8 million.

Subject to certain exceptions, as a condition of the 2025 Underwritten Offering, the Company’s executive officers and directors and certain of the Company’s stockholders agreed not to sell or otherwise dispose of any of the shares of Common Stock held by them for a period beginning on the date of execution of the applicable lock-up agreements by each such executive officer, director and stockholder and ending on July 22, 2025 without first obtaining the written consent of the 2025 Underwriter.

2024 Private Placement

In June 2024, the Company entered into a securities purchase agreement (the “2024 SPA”) with Handok, Inc.

and one other investor relating to a private placement (the “2024 Private Placement”), pursuant to which 1,500,000 shares of common stock were issued at a purchase price of $ 4.00 per share.

Closing of the 2024 Private Placement occurred in July 2024, resulting in net proceeds of $ 6.0 million.

2024 Underwritten Offering

On June 13, 2024, the Company entered into an underwriting agreement with Jefferies LLC and Cantor Fitzgerald & Co.

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The Underwriters’ Option was partially exercised for 1,786,589 shares of common stock for gross proceeds of $ 7.1 million.

Closing occurred on June 24, 2024, whereby the aggregate gross proceeds from the 2024 Underwritten Offering amounted to $ 67.1 million before deductions for underwriting commissions of 6.0 % of the gross proceeds and other offering costs of approximately $ 0.5 million.

Closing occurred on June 24, 2024, whereby the

REZOLUTE, INC.

Notes to Consolidated Financial Statements.

aggregate gross proceeds from the 2024 Underwritten Offering amounted to $ 67.1 million before deductions for underwriting commissions of 6.0 % of the gross proceeds and other offering costs of approximately $ 0.5 million.

After deducting total offering costs of $ 4.5 million, the net proceeds of the 2024 Underwritten Offering amounted to approximately $ 62.6 million.

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The fair value of this warrant derivative liability increased by approximately $ 2.9 million, for a total of approximately $ 8.5 million as of May 13, 2024 when the Exchange PFWs were amended to permit equity classification.

Accordingly, the derivative liability was reclassified to shareholders’ equity on May 13, 2024.

Accordingly, the derivative liability of $ 8.5 million was reclassified to shareholders’ equity on May 13, 2024.

Jefferies Open Market Sales Agreement

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Under the terms of the Sales Agreement, the Company agreed to pay the Agent a commission equal to 3.0 % of the gross sales price of the Placement Shares plus certain expenses incurred by the Agent in connection with the offering.

For the fiscal year ended June 30, 2024, the Company sold no shares of its common stock pursuant to the Sales Agreement.

Accordingly, the maximum amount remaining for sale under the Sales Agreement amounts to $ 50.0 million as of June 30, 2024.

2022 Private Placement

In May 2022, the Company entered into securities purchase agreements (the “2022 SPAs”) with Handok, Inc.

(“Handok”) and certain of its affiliates.

Handok is an affiliate of a member of the Company’s Board of Directors.

In July 2022, the Company entered into amended 2022 SPAs for a private placement of common stock.

The private placement resulted in gross proceeds of $ 12.3 million in exchange for the issuance of approximately 3.2 million shares of common stock.

The Company incurred approximately $ 0.8 million for underwriting commissions and other offering costs, resulting in net proceeds of $ 11.6 million.

For the fiscal years ended June 30, 2025 and 2024, the Company sold no shares of its common stock pursuant to the Sales Agreement.

Accordingly, the maximum amount remaining for sale under the Sales Agreement amounts to $ 50.0 million as of June 30, 2025 and 2024.

REZOLUTE, INC.

Notes to Consolidated Financial Statements.

NOTE 8 — SHARE-BASED COMPENSATION AND WARRANTS

Stock Option Plans

Presented below is a summary of the number of shares authorized, outstanding, and available for future grants under the Company’s stock option plans and the Inducement Grant (defined below) as of June 30, 2024 (in thousands):

Equity Incentive Plans

Presented below is a summary of the number of shares authorized, outstanding, and available for future grants under the Company’s equity incentive plans as of June 30, 2025:

Number of Shares

Inducement Grant

The Company currently has one active stock option plan, the 2021 Equity Incentive Plan (the “2021 Equity Plan”).

On March 31, 2021, the Company’s Board of Directors adopted the 2021 Equity Plan that will terminate on March 31, 2031.

On May 26, 2021, the 2021 Equity plan was approved by the Company’s shareholders with authority to issue up to 1.2 million shares of common stock.

Pursuant to the 2021 Equity Plan, no awards may be granted under the three legacy stock option plans shown in the table above, but all outstanding awards previously granted under those plans shall remain outstanding and subject to the terms of the respective plans.

On June 16, 2022, the Company’s shareholders approved an amendment to the 2021 Equity Plan, increasing the number of shares of common stock to be issued under the plan up to

10.7 million shares of common stock.

Stock options outstanding under these plans expire pursuant to their contractual provisions on various dates through 2034.

Inducement Awards

The Company currently has one active equity incentive plan approved by shareholders which is the 2021 Plan.

On December 5, 2024, the Company’s shareholders approved an amendment to the 2021 Plan, increasing the number of shares of common stock to be issued under the plan up to 14,450,000 shares of common stock, before accounting for any reductions due to exercises.

The 2021 Plan terminates on March 31, 2030.

Pursuant to the 2021 Plan, no awards may be granted under the three legacy equity incentive plans shown in the table above, but all outstanding awards previously granted under those plans shall remain outstanding and subject to the terms of the respective plans.

Awards outstanding under these plans expire pursuant to their contractual provisions on various dates through 2035.

In addition, inducement awards are allowed for grants of options pursuant to Nasdaq Listing Rule 5635(c)(4) whereby the underlying shares are not authorized under any of the Company’s equity incentive plans.

As of June 30, 2025, the Board of Directors has granted inducement awards for a total of 425,000 shares.

The Board of Directors also has discretion to issue an additional 1,075,000 shares for future inducement awards.

2022 Employee Stock Purchase Plan

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There have been no offering periods under the 2022 ESPP through June 30, 2025.

REZOLUTE, INC.

Notes to Consolidated Financial Statements.

Stock Options Outstanding

The following table sets forth a summary of the combined activity under all of the Company’s stock option plans, including Inducement Grant discussed below, for the fiscal years ended June 30, 2024 and 2023 (shares in thousands):

The following table sets forth a summary of the combined stock option activity under the Company’s equity incentive plans and inducement awards, for the fiscal years ended June 30, 2025 and 2024:

Outstanding, beginning of fiscal year

Grants to employees

Outstanding, end of fiscal year

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(2) Represents the weighted average remaining contractual term until the stock options expire.

(3) The total intrinsic value (the amount by which the fair market value exceeded the exercise price) of stock options exercised during the year ended June 30, 2024, was $ 0.1 million.

(4) As of June 30, 2024, the intrinsic value of outstanding options was approximately $ 14.6 million.

(5) As of June 30, 2024, the aggregate intrinsic value of vested stock options was approximately $ 4.1 million.

(3) The total intrinsic value (the amount by which the fair market value exceeded the exercise price) of stock options exercised during the year ended June 30, 2025 and 2024, was $ 0.9 million and $ 0.1 million, respectively.

(4) As of June 30, 2025 and 2024, the intrinsic value of outstanding stock options was approximately $ 14.9 million and $ 14.6 million, respectively.

(5) As of June 30, 2025 and 2024, the aggregate intrinsic value of vested stock options was approximately $ 8.5 million and $ 4.1 million, respectively.

For the fiscal year ended June 30, 2025, the aggregate fair value of stock options granted for approximately 3.2 million shares of common stock amounted to $ 10.8 million or approximately $ 3.32 per share as of the grant dates.

For the fiscal year ended June 30, 2024, the aggregate fair value of stock options granted for approximately 2.6 million shares of common stock amounted to $ 2.6 million or approximately $ 1.02 per share as of the grant dates.

Fair value was computed using the BSM option-pricing model and will result in the recognition of compensation expense ratably over the expected vesting period of the stock options.

The Company uses the BSM option pricing model to determine the fair value of stock option awards granted.

Unrecognized share-based compensation expense related to outstanding options was approximately $ 14.5 million as of June 30, 2025.

This amount is expected to be recognized over a weighted average period of 1.6 years.

Fair value of stock options was computed using the BSM option-pricing model and will result in the recognition of compensation expense ratably over the expected vesting period of the stock options.

The determination of the fair value of share-based awards utilizing the BSM model is affected by the share price and a number of assumptions as of the grant date, including expected volatility, expected term, risk-free interest rate and expected dividends.

The Company determined it does not have a sufficient share price history since up-listing to the Nasdaq Capital Market in November 2020.

As a result, the Company determined the expected volatility by using share price information of similar sized biotechnology entities whose share prices are publicly available.

The Company determined the expected volatility by using share price information of similar sized biotechnology entities who are in similar stages of clinical development and whose share prices are publicly available.

Due to the lack of a meaningful history of exercise behavior of stock options, the expected term of the awards is determined by the simplified method that uses the midpoint between the vesting date and the end of the contractual term for each grant of stock options.

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The dividend yield assumption is based on past practices and the expectation that no dividends will be paid in the future.

REZOLUTE, INC.

Notes to Consolidated Financial Statements.

The fair value of stock options was estimated on the dates of grant using the BSM option-pricing model, with the following weighted-average assumptions for the fiscal years ended June 30, 2025 and 2024:

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Dividend yield

Restricted Stock Units (“RSUs”)

The following table sets forth a summary of the RSU activity under the Company’s 2021 Plan, for the fiscal years ended June 30, 2025 and 2024:

Unvested, beginning of fiscal year

Unvested, end of fiscal year

(1) Represents the weighted average grant price based on the closing market price of each of the RSU grants.

REZOLUTE, INC.

Notes to Consolidated Financial Statements.

For the fiscal year ended June 30, 2025, the aggregate fair value of RSUs granted for approximately 1.1 million shares of common stock amounted to $ 4.8 million.

RSUs granted vest over a period of one to three years after the grant dates .

Fair value is based on the closing market price on the date of grant and will result in the recognition of compensation cost ratably over the vesting period of the RSUs.

Unrecognized share-based compensation expense related to RSUs is approximately $ 4.2 million as of June 30, 2025.

This amount is expected to be recognized over a weighted average period of 2.4 years.

Share-Based Compensation Expense

Share-based compensation expense is included under the following captions in the consolidated statements of operations for the fiscal years ended June 30, 2025 and 2024 (in thousands):

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General and administrative

Unrecognized share-based compensation expense for stock options as of June 30, 2024 was approximately $ 11.6 million.

The aggregate unrecognized share-based compensation expense for stock options and RSUs as of June 30, 2025 was approximately $ 18.7 million.

This amount is expected to be recognized over a remaining weighted average period of 1.7 years.

Inducement Grant

In connection with the hiring of the Company’s Chief Financial Officer in January 2024, the Board of Directors granted a stock option for 275,000 shares of the Company’s common stock at an exercise price of $ 1.02 per share.

This stock option is considered an inducement grant (the “Inducement Grant”) pursuant to Nasdaq Listing Rule 5635(c)(4) whereby the underlying shares were not authorized under any of the Company’s stock option plans.

The Inducement Grant is exercisable until January 2029 and vests for (i) one-fourth of the option shares on the one-year anniversary of the grant date, and (ii) one thirty-sixth of the remaining option shares shall vest on the same day of each month thereafter until the Inducement Grant is 100 % vested.

In connection with the hiring of an employee of the Company in November 2024, the Board of Directors granted a stock option exercisable for the purchase of 150,000 shares of the Company’s common stock at an exercise price of $ 5.04 per share.

The Inducement Grant is exercisable until November 2034 and vests for (i) one-fourth of the option shares on the one-year anniversary of the employee start date, and (ii) one thirty-sixth of the remaining option shares vest on the same day of each month thereafter until the Inducement Grant is 100 % vested.

The fair value of the Inducement Grant of $ 0.6 million was computed using the BSM option pricing model.

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The Participating Warrants and other warrants are collectively referred to as the “Legacy Warrants.”

REZOLUTE, INC.

Notes to Consolidated Financial Statements.

For the fiscal years ended June 30, 2025 and 2024, no Legacy Warrants were granted or exercised.

The following table sets forth a summary of activity related to the Legacy Warrants for the fiscal years ended June 30, 2024 and 2023 (shares in thousands):

The following table sets forth a summary of activity related to the Legacy Warrants for the fiscal years ended June 30, 2025 and 2024:

Outstanding, beginning of fiscal year

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Federal and state laws impose substantial restrictions on the utilization of federal net operation loss (“NOL”) carryforwards in the event of an ownership change for income tax purposes, as defined in Section 382 of the Internal Revenue Code (“IRC”).

Pursuant to IRC Section 382, annual use of the Company’s NOL carryforwards is limited in the event that a cumulative change in ownership of more than 50% occurs within a three-year period.

During the fiscal year ended June 30, 2022, the Company completed an IRC Section 382 analysis and concluded that the Company’s NOL carryforwards are subject to limitations as a result of past ownership changes.

Pursuant to IRC Section 382, annual use of the Company’s NOL carryforwards is limited in the event that a cumulative change in ownership of more than 50% occurs within any rolling three-year period.

During the fiscal year ended June 30, 2025, the Company completed an IRC Section 382 analysis and concluded that the Company’s NOL carryforwards are subject to limitations as a result of past and current ownership changes.

As of June 30, 2025, the Company has U.S.

federal net operating loss (“NOL”) carryforwards of approximately $ 201.4 million, of which approximately $ 33.4 million of NOL carryforwards will never be available for use due to the limitations under IRC section 382 discussed above.

The remainder of the Company’s NOL carryforwards of $ 138.3 million consists of (i) $ 38.0 million that never expires and is currently available to offset taxable income, (ii) $ 9.6 million that is currently available to offset taxable income but if not utilized expires in 2031 through 2035, (iii) $ 11.7 million that become available through fiscal year 2038 and that expires by June 30, 2038 if not utilized, and (iv) $ 79.0 million that never expires.

With respect to the $ 79.0 million of NOL carryforwards that never expire, this amount will become available in varying annual amounts for an aggregate approximately $ 13.2 million through fiscal year 2038 and $ 1.2 million annually thereafter.

If the Company experiences future ownership changes that meet the aforementioned criteria under Section 382, further limitations will be imposed on the use of all NOL carryforwards existing through the date of such change.

The Company also has Colorado and California NOL carryforwards that begin to expire in 2031 and are expected to be subject to similar limitations as those imposed under IRC Section 382.

The remainder of the Company’s NOL carryforwards of $ 168.0 million consists of (i) $ 10.5 million that are currently available to offset taxable income but if not utilized will expire in 2031 through 2035, (ii) $ 10.8 million that becomes available through 2038 and that expire by June 30, 2038 if not utilized, and (iii) $ 146.7 million that never expire.

It should be noted that there was an ownership change in 2025 that the $ 201.4 million will be subject to additional limitations going forward.

However, the ownership change that occurred in the 2022 fiscal year was more restrictive.

It should be noted that with respect to $ 75.7 million of the $ 146.7 million of NOL carryforwards that never expire, the $ 75.7 million are subject to more restrictive prior 382 limitations, and as such will become available in varying annual amounts for an aggregate of approximately $ 9.9 million through fiscal year 2038, and $ 1.2 million annually thereafter.

The Company also has Colorado and California NOL carryforwards totaling $ 258.9 million that begin to expire in 2031 and are expected to be subject to similar limitations as those imposed under IRC Section 382.

REZOLUTE, INC.

Notes to Consolidated Financial Statements.

Income Tax Expense

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Income tax benefit attributable to U.S.

Impact of reduction in Colorado tax rate

Non-taxable derivative loss

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Net deferred income tax assets

For the fiscal year ended June 30, 2024, the valuation allowance increased by $ 10.7 million, primarily as a result of the increase in net operating loss carryforwards and capitalization of research and experimental costs for income tax purposes.

For the fiscal years ended June 30, 2025 and 2024, the valuation allowance increased by $ 20.2 and $ 10.7 million, respectively, primarily as a result of an increase in net operating loss carryforwards and capitalization of research and experimental costs for income tax purposes.

In assessing the realizability of deferred income tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law.

Key elements of the Tax Cuts and Jobs Act changed under the OBBBA, including the restoration of full expensing for domestic research and development cost

REZOLUTE, INC.

Notes to Consolidated Financial Statements.

and the option to elect to accelerate any domestic research costs that were capitalized but still are unamortized.

FASB ASC 740, "Income Taxes", requires the effects of changes in tax rates and laws on tax balances to be recognized in the period in which the legislation is enacted.

Since the date of enactment is after June 30, 2025, there is no financial impact as of and for the fiscal year ended June 30, 2025.

The Company is currently evaluating the impact of the OBBBA on its consolidated financial statements.

Unrecognized Tax Benefits

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Employment Agreements

As of June 30, 2024, the Company was subject to employment agreements with two officers of the Company and one employee of the Company that provide for aggregate annual base salaries of $ 1.4 million.

The agreements with the Chief Executive Officer and Chief Medical Officer provides that if either of the individuals is terminated outside of a change in control event and without cause, (i) all of their stock options that are subject to ongoing vesting conditions over subsequent periods ranging from 12 to 18 months will immediately vest, and (ii) such stock options will remain exercisable for periods ranging from 6 to 12 months following the occurrence of the termination event.

As of June 30, 2025, the Company was subject to employment agreements with three officers of the Company and one employee of the Company that provide for aggregate annual base salaries of $ 2.0 million.

The agreements with the Chief Executive Officer, Chief Financial Officer, and Chief Medical Officer provide that if any of these individuals are terminated outside of a change in control event and without cause, (i) all of their stock options that are subject to ongoing vesting conditions over subsequent periods ranging from 12 to 18 months will immediately vest, and (ii) such stock options will remain exercisable for periods ranging from 6 to 12 months following the occurrence of the termination event.

In addition, if either of the executive officers are terminated solely due to a change of control event, all of their respective unvested stock options will immediately vest and all outstanding stock options will remain exercisable for periods ranging from 6 to 12 months following the occurrence of the termination event.

The Chief Medical Officer’s employment agreement, as amended, provides that upon the occurrence of a termination event other than a change of control, the Company is required to (i) make severance payments equal to 12 months of salary, a pro-rata bonus, and health insurance coverage for 12 months following the termination date, and (ii) all unvested stock options subject to vest over the subsequent 12 month period after the termination event will become immediately exercisable and all outstanding stock options will remain exercisable for 6 months following the termination event.

The Chief Medical Officer’s and Chief Financial Officer’s employment agreements, as amended, provides that upon the occurrence of a termination event other than a change of control, the Company is required to (i) make severance payments equal to 12 months of salary, a pro-rata bonus, and health insurance coverage for 12 months following the termination date, and (ii) all unvested stock options subject to vest over the subsequent 12 month period after the termination event will become immediately exercisable and all outstanding stock options will remain exercisable for 6 months following the termination event.

In addition, upon the occurrence of a termination solely due to a change of control event, the Company is required to (i) make severance payments equal to 18 months of salary, a pro-rata bonus, and health insurance coverage for 18 months following the termination event.

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Total contributions by the Company to the 401(k) Plan amounted to approximately $ 0.5 million and $ 0.4 million for the fiscal years ended June 30, 2025 and 2024, respectively.

REZOLUTE, INC.

Notes to Consolidated Financial Statements.

Legal Matters

1 unchanged sentence

As of June 30, 2025, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the Company’s results of operations or financial position.

At each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies .

At each reporting period, the Company evaluates whether or not a potential loss or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies .

Legal fees are expensed as incurred.

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Investors in 2024 Private Placement

Handok and certain of its affiliates were the sole investors in the 2022 Private Placement discussed in Note 7.

Handok was an investor in the 2024 Private Placement discussed in Note 7 for which the Company issued 1,250,000 shares of common stock at a purchase price of $ 4.00 resulting in gross proceeds of $ 5.0 million of the total $ 6.0 million gross proceeds.

Investors in 2025 Private Placement

Handok was an investor in the 2025 Private Placement discussed in Note 7 for which the Company issued 1,230,769 shares of common stock at a purchase price of $ 3.25 per share resulting in gross proceeds of $ 4.0 million.

A member of the Company’s Board of Directors was also an investor in the 2025 Private Placement for which the Company issued 3,076 shares at a purchase price of $ 3.25 per share resulting in gross proceeds of $ 9,997 .

NOTE 12 - SUPPLEMENTAL FINANCIAL INFORMATION

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Demand deposits at a single financial institution

Commercial paper

The money market funds and commercial paper included in the table above were purchased with an original maturity of three months or less.

Corporate commercial paper

Government treasuries

REZOLUTE, INC.

Notes to Consolidated Financial Statements.

The money market funds, commercial paper, and U.S government treasuries included in the table above were purchased with an original maturity of three months or less.

These investments and the demand deposits are freely available for the Company’s immediate and general business use.

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NOTE 13 — NET LOSS PER SHARE

Basic net loss per share is computed by dividing net loss by the weighted average number of outstanding shares of common stock and PWFs during periods when the PFWs are accounted for as equity instruments.

Basic net loss per share is computed by dividing net loss by the weighted average number of outstanding shares of common stock and PFWs during periods when the PFWs are accounted for as equity instruments.

Common shares associated with PFWs that are accounted for as equity instruments are included in the computation of basic and diluted net loss per share since the exercise price is negligible and all of the PFWs are fully vested and exercisable.

For the calculation of diluted net loss per share for the fiscal year ended June 30, 2024, during the period when PFWs were accounted for as derivative liabilities, such PFWs were excluded from the calculation since the impact of PFWs was antidilutive.

Calculation of the weighted average number of shares outstanding for purposes of diluted net loss per share is also required to include the dilutive effect, if any, of stock options, Legacy Warrants, and other common stock equivalents computed using the treasury stock method.

For the calculation of diluted net loss per share for the fiscal year ended June 30, 2024, during the period when the Exchange PFWs were accounted for as derivative liabilities, such PFWs were excluded from the calculation since the impact of the Exchange PFWs was antidilutive.

Calculation of the weighted average number of shares outstanding for purposes of diluted net loss per share is also required to include the dilutive effect, if any, of stock options, RSUs, Legacy Warrants, and other common stock equivalents computed using the treasury stock method.

For the fiscal years ended June 30, 2025 and 2024, all of such common stock equivalents were antidilutive and excluded from the calculations.

In addition, the impact of applying the two-class method related to the Participating Warrants, was antidilutive for the calculation of both basic and diluted net loss per share.

Presented below are the calculations of the numerators and the denominators for basic and diluted net loss per share for the fiscal years ended June 30, 2024 and 2023 (in thousands except per share amounts):

REZOLUTE, INC.

Notes to Consolidated Financial Statements.

Presented below are the calculations of the numerators and the denominators for basic and diluted net loss per share for the fiscal years ended June 30, 2025 and 2024 (in thousands except share and per share amounts):

Calculation of Numerators:

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Net loss per share of common stock:

__________________

(1) Represents the weighted average number of shares related to the Exchange PFWs discussed in Note 7 for the period when they became equity-classified on May 13, 2024 through June 30, 2024.

As of June 30, 2024 and 2023, the following potential common stock equivalents were excluded from the calculation of diluted net loss per share since the impact of inclusion was anti-dilutive (in thousands):

As of June 30, 2025 and 2024, the following potential common stock equivalents were excluded from the calculation of diluted net loss per share since the impact of inclusion was anti-dilutive:

Stock options

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Level 2—Other than quoted prices included in Level 1 that are observable for the asset and liability, either directly or indirectly through market corroboration, for substantially the full term of the asset or liability.

REZOLUTE, INC.

Notes to Consolidated Financial Statements.

Level 3—Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any market activity for the asset or liability at the measurement date.

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Money market funds

Corporate commercial paper

Government treasuries

Marketable debt securities:

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Corporate notes and bonds

Asset-backed securities

The following table presents information about the Company’s financial assets measured at fair value on a recurring basis and indicates the fair value hierarchy classification of such fair values as of June 30, 2024.

2 unchanged sentences

Money market funds

Corporate commercial paper

Marketable debt securities:

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For the fiscal years ended June 30, 2025 and 2024, the Company’s liabilities that are required to be measured and recorded at fair value on a recurring basis consist of the embedded derivative liability discussed in Note 6 and the warrant derivative liability discussed in Note 7.

The warrant derivative liability is classified under Level 2 of the fair value hierarchy and the embedded derivative liability is classified under Level 3 of the fair value hierarchy.

The warrant derivative liability was classified under Level 2 of the fair value hierarchy and

REZOLUTE, INC.

Notes to Consolidated Financial Statements.

the embedded derivative liability is classified under Level 3 of the fair value hierarchy.

Fair value of the warrant liability is predominantly based on the market price of the Company’s shares of common stock.

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Key inputs to this valuation model as of March 8, 2024 included the exercise price of $ 0.001 per share, the market price of the Company’s common stock of $ 1.90 per share, the risk-free interest rate of 5.5 %, an expected term of 1 -day, and historical volatility of 100 %.

The following table sets forth a summary of changes in the fair value of the Company’s liabilities for which fair value was determined on a recurring basis for the fiscal years ended June 30, 2024 and 2023 (in thousands):

The following table sets forth a summary of changes in the fair value of the Company’s derivative liabilities for which fair value was determined on a recurring basis for the fiscal years ended June 30, 2025 and 2024 (in thousands):

Fair value, beginning of fiscal year

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Due to the relatively short maturity of the respective instruments, the fair value of cash and cash equivalents, accounts payable, and accrued liabilities approximated their carrying values as of June 30, 2025 and 2024.

The Company’s policy is to recognize asset or liability transfers among Level 1, Level 2 and Level 3 as of the actual date of the events or change

in circumstances that caused the transfer.

The Company’s policy is to recognize asset or liability transfers among Level 1, Level 2 and Level 3 as of the actual date of the events or change in circumstances that caused the transfer.

During the fiscal years ended June 30, 2025 and 2024, the Company did not have any transfers of its assets or liabilities between levels of the fair value hierarchy.

4 unchanged sentences

As of June 30, 2025, the Company had an aggregate of $ 45.2 million invested in marketable debt securities of issuers in the banking and financial services industries.

As of June 30, 2023, the Company had an aggregate of $ 54.0 million invested in marketable debt securities of issuers in the banking and financial services industries, and an aggregate of $ 26.5 million invested in marketable debt securities of a single agency of the U.S.

As of June 30, 2024, the Company had an aggregate of $ 26.6 million invested in marketable debt securities of issuers in the banking and financial services industries.

While the Company’s investment policy requires investments in highly rated securities, a wide variety of broad economic factors and issuer-specific factors could result in credit agency downgrades below the Company’s minimum credit rating requirements that could result in losses regardless of whether the Company elects to sell the securities or hold them until maturity.

REZOLUTE, INC.

Notes to Consolidated Financial Statements.

NOTE 15 — SEGMENT DISCLOSURES

The Company has determined that it operates as a single reportable segment which includes all of its activities as a clinical stage biopharmaceutical company.

The CODM uses consolidated net loss as reported on the consolidated statement of operations to assess performance, analyze budget to actual results, forecast future periods, and allocate resources for its single reportable segment.

The significant segment expenses regularly reviewed by the CODM consist of clinical and manufacturing costs of the Company's product candidates, personnel expenses, and other segment expenses.

The measure of the operating segment assets is reported on the consolidated balance sheet as total assets and all of the Company's tangible assets are located in the United States.

The following table presents consolidated net loss summarized by the significant segment expenses regularly reviewed by the CODM for the years ended June 30, 2025, and 2024 (in thousands):

Research and development:

Compensation and benefits

Other R&D segment expenses (1)

Total research and development

General and administrative:

Compensation and benefits

Other G&A segment expenses (2)

Total general and administrative

Operating loss

Total non-operating income (expense), net

(1) Other R&D segment expenses primarily include licensing costs, quality regulatory and other pipeline development costs, employee travel and expense, and other facility and information technology costs.

(2) Other G&A segment expenses primarily include consulting expenses related to business development and market planning activities, employee travel and expense, insurance expense, public company costs, and other facility and information technology costs.

NOTE 16 — SUBSEQUENT EVENTS

2024 Private Placement

On June 25, 2024, the Company entered into a securities purchase agreement (the “2024 SPA”) with Handok and one other investor (the “2024 Purchasers”) relating to a private placement (the “2024 Private Placement”), pursuant to which the Company agreed to sell 1,500,000 shares of common stock at a purchase price of $ 4.00 per share for gross proceeds of $ 6.0 million.

Closing of the 2024 Private Placement occurred in July 2024, whereby the Company received net proceeds of $ 6.0 million after deduction of underwriting discounts and other offering costs.

As required pursuant to the 2024 SPA, the Company filed a registration statement with the U.S.

Securities and Exchange Commission (“SEC”) in August 2024 to register the shares of common stock issued in the 2024 Private Placement.

The Company entered into a registration rights agreement with the 2024 Purchasers whereby the Company was required to have the registration statement (the “2024 Private Placement Registration Statement”) declared effective within 60 days after the signing date of the 2024 SPA.

The 2024 Private Placement Registration Statement was declared effective by the SEC on August 14, 2024.

The Company will be obligated to pay certain liquidated damages to the 2024 Purchasers if the Company fails to maintain the effectiveness of the 2024 Private Placement Registration Statement.

Investments in Marketable Debt Securities

In July 2024, the Company utilized approximately $ 59.7 million of cash and cash equivalents to purchase investments in marketable debt securities with maturities that range from October 2024 through December 2025.

Exchange PFW Warrant Exercise

In July 2024, a holder of Exchange PFWs provided notice of cashless exercise of 610,404 Exchange PFWs, which resulted in the issuance of 610,273 shares of common stock.

Executive Compensation

On September 10, 2024, the Board of Directors approved an employment agreement, effective September 15, 2024, with the Company’s Chief Financial Officer that provides for an annual base salary of $ 460,000 , plus a calendar year target bonus of 40 %.

The agreement provides that if the Chief Financial Officer is terminated outside of a change in control event and without cause, (i) make severance payments equal to 12 months of base salary, a pro-rata bonus through the

termination date, and health insurance coverage for 12 months following the termination date, and (ii) all unvested stock options subject to vest over the subsequent 12 month period after the termination event will become immediately exercisable and all such stock options will remain exercisable for 6 months following the termination event.

In addition, upon the occurrence of a termination solely due to a change of control event, the Company is required to (i) make severance payments equal to 18 months of salary, a pro-rata bonus through the termination date, and health insurance coverage for 18 months following the termination event.

Effective September 15, 2024, the Board of Directors approved an increase from approximately $ 557,000 to $ 625,000 in the annual base compensation set forth in the employment agreement discussed in Note 10 for the Company’s Chief Executive Officer.

In July 2025, the Company utilized approximately $ 64.8 million of cash and cash equivalents from the 2025 Underwritten Offering and 2025 Private Placement to purchase investments in marketable debt securities with maturities that range from October 2025 through July 2026.

Exercise of PFWs

In July 2025, a holder of certain 2022 PFWs provided notice of cashless exercises of 2,200,000 Class B PFWs, which resulted in the issuance of 2,199,623 shares of common stock in July 2025.

In July 2025, a holder of certain 2024 PFWs provided notice of cashless exercises of 792,231 PFWs, which resulted in the issuance of 792,096 shares of common stock in July 2025.

REZOLUTE, INC.

Notes to Consolidated Financial Statements.

In July 2025, a holder of certain 2025 PFWs provided notice of cashless exercises of 793,225 PFWs, which resulted in the issuance of 793,089 shares of common stock in July 2025.

Employment Agreement

In connection with the appointment of the Company’s Chief Commercial Officer in August 2025, the Company entered into an employment agreement that provides for an annual base salary of $ 475,000 , a signing bonus of $ 65,000 , and eligibility for annual incentive compensation with a target of up 40 % of base salary subject to certain performance metrics.

Additionally, the Board of Directors approved the grant of stock options exercisable for the purchase of 275,000 shares of the Company’s common stock at an exercise price of $ 6.55 per share.

The stock options are considered an inducement grant (the “Inducement Grant”) pursuant to Nasdaq Listing Rule 5635(c)(4) whereby the underlying shares were not authorized under any of the Company’s stock option plans.

The Inducement Grant is exercisable until August 2035 and will vest for (i) one-fourth of the option shares on the one-year anniversary of the employee start date, and (ii) one thirty-sixth of the remaining option shares vest on the same day of each month thereafter until the Inducement Grant is 100 % vested.

The fair value of the Inducement Grant of $ 1.3 million was computed using the Black-Scholes-Merton (“BSM”) option pricing model.

The employment agreement provides that upon the occurrence of a termination event other than a change of control, the Company is required to (i) make severance payments equal to 12 months of salary, a pro-rata bonus, and health insurance coverage for 12 months following the termination date, and (ii) all unvested stock options subject to vest over the subsequent 12 month period after the termination event will become immediately exercisable and all outstanding stock options will remain exercisable for 6 months following the termination event.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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 8. Financial Statements and Supplementary Data