What changed in this filing

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Item 9A. Controls and Procedures

2025-09-17 compared with 2024-09-19 · 30 added, 63 removed, 132 unchanged (41% of the section changed)

15 unchanged sentences

Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2025.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway

Commission (COSO) in Internal Control—Integrated Framework (2013) .

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013) .

Based on that assessment under those criteria, our management has determined that, as of June 30, 2025, our internal control over financial reporting was effective.

Changes in Internal Control over Financial Reporting

During the fiscal quarter ended March 31, 2024, we identified a material weakness in the system of internal control that related to complex pre-funded warrant accounting.

A material weakness is a deficiency, or combination of deficiencies, that creates a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected in a timely manner.

The material weakness identified by management related to our controls over the accounting for pre-funded warrants whereby we failed to initially recognize these pre-funded warrants as liabilities, along with the subsequent changes in fair value as non-cash expenses.

As a result of this material weakness, we failed to timely identify material adjustments to our financial statements that were detected shortly before the filing of our Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2024.

Our legacy processes included the timely identification of the relevant accounting technical pronouncements, other literature, consultation with third-party experts, and the preparation of a memorandum outlining our assessment of the factual background and our interpretation of the accounting requirements.

With respect to pre-funded warrants issued on March 8, 2024, we improperly concluded that equity classification was permitted based on the facts that (i) the pre-funded warrants were only exercisable for 7% of our outstanding shares, (ii) the pre-funded warrants explicitly prohibit the holders from exercising if beneficial ownership would exceed 19.99%, and (iii) shareholder approval was only required if beneficial ownership exceeded 19.99%.

Despite these terms, we determined that equity classification was not permitted, whereby we performed additional analysis as deemed necessary to ensure that the accompanying financial statements were revised and prepared in accordance with U.S.

generally accepted accounting principles.

Accordingly, a material weakness existed even though the correct accounting treatment was employed when we filed our Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2024.

In June 2024, we completed a public underwritten offering, which included the issuance of pre-funded warrants.

We engaged additional third-party specialists to determine the accounting treatment of the issued warrants to ensure that our warrant accounting policies and procedures are consistent across the organization and that we have adequate control over our Exchange Act reporting disclosures.

As a result of these critical steps in our remediation efforts, we concluded that this material weakness in our internal control over financial reporting had been successfully remediated as of June 30, 2024.

There were no changes in our internal control over financial reporting during the fiscal quarter ended June 30, 2025 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

1 unchanged sentence

Other Information.

E x e c utive Compensation Matters

Daron Evans Employment Agreement

On September 18, 2024, the Company entered into an employment agreement with its Chief Financial Officer, Mr.

Daron Evans (the “Employment Agreement”).

Pursuant to the Employment Agreement effective September 15, 2024, Mr.

Evans was granted an increase of $185,000 to his yearly salary, making his base salary $460,000 annually.

Evans is entitled to employee benefits and an annual performance bonus of up to 40% of his base salary, in addition to a discretionary bonus.

Evans’ employment is terminated by the Company for Cause or by Mr.

Evans without Good Reason then he is entitled to (i) accrued, but unpaid salary through the effective date of his termination, (ii) any reimbursements owed for business expenses validly incurred on or prior to his, (iii) any earned but unpaid bonuses or other incentive payments approved by the Board of Directors but not paid, and (iv) any accrued but unpaid benefits due and owing to Mr.

(the “Accrued Obligations”).

Evans’ termination without Cause, he will be entitled to the Accrued Obligations and a severance comprised of (i) 12 months’ salary, (ii) a pro-rata bonus payment equal to the pro-rata bonus amount of the bonus earned as of the date of termination without Cause, (iii) 12 months of COBRA premiums, collectively payable in equal monthly installments following his termination, and (iv) any granted but unvested stock options under any relevant Company stock option plan or agreement will have 12 months acceleration and an exercise period of 6 months following his termination.

Further, if, within 12 months of a Change in Control Event Mr.

Evans’ employment is terminated by the Company without Cause or by Mr.

Evans with Good Reason, then he is entitled to receive the Accrued Obligations, and a severance comprised of (i) 18 months’ salary, (ii) a pro-rata bonus payment equal to the pro-rata bonus amount earned as of the date of termination, (iii) 18 months of COBRA premiums, collectively payable in equal monthly installments following the termination, and (iv) all of his granted but unvested stock options under any relevant company stock option plan or agreement will immediately vest and will also have an exercise period of 6 months following his termination without Cause.

Evans and the Company had previously entered into an offer letter dated January 23, 2024 (the “Offer Letter”).

The Employment Agreement replaces and supersedes in its entirety, any prior employment agreements or understandings between Mr.

Evans and the Company including the Offer Letter.

The definition of “Cause,” “Good Reason,” and “Change in Control Event” is found in the Employment Agreement, along with other material terms.

The Employment Agreement is attached hereto as Exhibit 10.4.

Other Executive Compensation matters

In addition to entering into the Employment Agreement, the Company agreed to grant stock options to Mr.

Evans for 100,000 shares of common stock pursuant to the Company’s 2021 Equity Incentive Plan (the “Options”).

The Compensation Committee will grant Mr.

Evans the Options following the Company’s blackout period.

Additionally, Nevan Elam, the Company’s Chief Executive Officer and Chairman, was granted an increase in his base salary.

Elam is now entitled to an annual base salary of $ 625,000.

During the fiscal year ended June 30, 2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading agreement" or "non-Rule 10b5-1 trading agreement" as each term is defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance.

The information required by the Item is set forth in our 2024 Proxy Statement to be filed with the SEC within 120 days of June 30, 2024, and is incorporated by reference into this Annual Report on Form 10-K.

The information required by this Item is set forth in our 2025 Proxy Statement to be filed with the SEC within 120 days of June 30, 2025, and is incorporated by reference into this Annual Report on Form 10-K.

Executive Compensation.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by Item 403 of Regulation S-K is set forth in our 2024 Proxy Statement to be filed with the SEC within 120 days of June 30, 2024, and is incorporated by reference into this Annual Report on Form 10-K.

Certain Relationships and Related Transactions and Director Independence.

Principal Accounting Fees and Services.

Exhibit and Financial Statement Schedules.

14 unchanged sentences

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

Underwriting Agreement, dated as of June 13, 2024, by and between the Company and Jefferies LLC (incorporated by reference to Exhibit 1.1 of the Company’s Form 8-K filed on June 14, 2024)

Underwriting Agreement, dated as of April 23, 2025, by and between the Company and Guggenheim Securities LLC (incorporated by reference to Exhibit 1.1 of the Company’s Form 8-K filed on April 23, 2025)

Underwriting Agreement, dated as of October 12, 2021, by and between the Company and Oppenheimer & Co., Inc.

1 unchanged sentence

Underwriting Agreement, dated as of May 1, 2022, by and between the Company and Jefferies LLC (incorporated by reference to Exhibit 1.1 of the Company’s Form 8-K filed on May 4, 2022)

Underwriting Agreement, dated as of June 13, 2024, by and between the Company and Jefferies LLC (incorporated by reference to Exhibit 1.1 of the Company’s Form 8-K filed on June 14, 2024)

Agreement and Plan of Merger dated as of June 18, 2021, by and between Rezolute, Inc.

4 unchanged sentences

Certificate of Amendment, as filed with the Secretary of State of the State of Nevada on June 16, 2022 (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on June 17, 2022)

Certificate of Amendment, as filed with the Secretary of State of the State of Nevada on December 6, 2024 (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on December 10, 2024 )

Amended and Restated Bylaws of Rezolute Nevada Merger Corporation ( incorporated by reference to Exhibit 3.4 of the Company’s Form 10-K filed on September 15, 2021 )

2 unchanged sentences

Amended and Restated Employment Agreement of Brian Roberts, dated January 8, 2023 ( incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q filed on May 11, 2023 )

Offer Letter for Daron Evans, dated January 23, 2024 ( Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on January 29, 2024)

Employment Agreement of Daron Evans, dated September 15, 2024*

Amended and Restated Employment Agreement of Daron Evans, dated September 15, 2024 ( incorporated by reference to Exhibit 10.4 of the Company’s Form 10-K filed on September 19, 2024)

AntriaBio, Inc.

12 unchanged sentences

2021 Incentive Compensation Plan Amendment ( incorporated by reference to Appendix A of the Company’s Schedule 14A definitive proxy statement filed on April 15, 2024 )

2021 Incentive Compensation Plan Amendment ( incorporated by reference to Appendix A of the Company’s Schedule 14A definitive proxy statement filed on October 21, 2024 )

Development and License Agreement with ActiveSite Pharmaceuticals, Inc.

9 unchanged sentences

entered into on September 15, 2020 (incorporated by reference to Exhibit 10.21 of the Company’s Form 10-K filed on October 13, 2020)

Registration Rights Agreement, dated as of October 8, 2020, by and between Rezolute, Inc., and the Investors identified therein ( incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on October 13, 2020 )

Loan and Security Agreement, dated as of April 14, 2021 by and among Rezolute, Inc., SLR Investment Corp, as collateral agent and lender, and the other lenders named therein (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed on May 17, 2021)

Exit Fee Agreement, dated as of April 14, 2021 by and among Rezolute, Inc., SLR Investment Corp, as collateral agent and lender, and the other lenders named therein (incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q filed on May 17, 2021)

Form of Subscription Agreement, dated October 12, 2021 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on October 13, 2021)

Registration Rights Agreement, dated as of May 4, 2022, by and between Rezolute, Inc., and the purchasers identified therein ( incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on May 4, 2022 )

Placement Agency Agreement, dated as of May 1, 2022, by and between the Company and Jefferies LLC ( incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on May 4, 2022 )

Form of Amended and Restated Securities Purchase Agreement, dated as of July 22, 2022 (incorporated by reference to Exhibit 10.22 of the Company’s Form 10-K filed on September 15, 2022)

Open Market Sale Agreement by and between Rezolute, Inc.

8 unchanged sentences

Form of Pre-funded Warrant to Purchase Common Stock (in corporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed on June 14, 2024 )

Form of Securities Purchase Agreement, dated June 25, 2024, by and between Rezolute, Inc., and the purchasers identified therein*

Registration Rights Agreement, dated June 25, 2024, by and between Rezolute, Inc., and the purchasers identified therein*

Form of Pre-funded Warrant to Purchase Common Stock (in corporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed on A pril 23 , 2025 )

Form of Securities Purchase Agreement, dated June 25, 2024, by and between Rezolute, Inc., and the purchasers identified therein (incorporated by reference to Exhibit 10.36 of the Company’s Form 10-K filed on September 19, 2024 )

Registration Rights Agreement, dated June 25, 2024, by and between Rezolute, Inc., and the purchasers identified therein (incorporated by reference to Exhibit 10.37 of the Company’s Form 10-K filed on September 19, 2024)

Form of Securities Purchase Agreement, dated May 23, 2025 by and between Rezolute, Inc., and the purchasers identified therein ( incorporated by reference to Exhibit 10.1 of the Registration Statement on Form S-3 filed on July 17, 2025 )

Registration Rights Agreement, dated May 23, 2025 by and between Rezolute, Inc., and the purchasers identified therein ( incorporated by reference to Exhibit 10.1 of the Registration Statement on Form S-3 filed on July 17, 2025 )

Form of Award Agreement for Inducement Award Outside of 2021 Equity Incentive Plan ( incorporated by reference to Exhibit 99.1 of the Registration Statement on Form S-8 filed on December 30, 2024 )

Employment Agreement of Sunil Karnawat, dated August 18, 2025 *

Rezolute, Inc.

Code of Ethics, as amended and restated as of May 30, 2023 (incorporated by reference to Exhibit 14.1 of the Company’s Form 8-K filed on June 2, 2023)

Rezolute, Inc.

Insider Trading Policy, as amended and restated as of June 10, 2025 *

Listing of Subsidiaries *

Consent of Grant Thornton, LLP*

Consent of Plante & Moran, PLLC*

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

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

Clawback Policy*

Clawback Policy (incorporated by reference to Exhibit 97 of the Company’s Form 10-K filed on September 19, 2024)

Inline XBRL Instance Document*

20 unchanged sentences

Nevan Charles Elam

Acting Chair of the Board of Directors and Chief Executive Officer (Principal Executive and Financial Officer)

Acting Chair of the Board of Directors and Chief Executive Officer

(Principal Executive and Financial Officer)

September 17, 2025

/s/ Erik Harris

September 17, 2025

/s/ Gil Labrucherie

7 unchanged sentences

September 17, 2025

/s/ Young-Jin Kim

Young-Jin Kim

September 19, 2024

/s/ Wladimir Hogenhuis

Wladimir Hogenhuis

September 17, 2025

/s/ Young-Jin Kim

Young-Jin Kim

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

What changed 10-K

Item 9A. Controls and Procedures