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Item 9A. Controls and Procedures

2022-09-15 compared with 2021-09-15 · 416 added, 767 removed, 185 unchanged (86% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures”

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

be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the

time periods specified in SEC rules and forms, and such information is accumulated and communicated to our management, including our chief

executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this Annual

Report, we carried out an evaluation, under the supervision and with the participation of senior management, including our chief executive

officer (our principal executive officer) and our chief financial officer (our principal financial officer), of the effectiveness of the

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

Based upon this

evaluation, the chief executive officer and chief financial officer concluded that our disclosure controls and procedures as of the end

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

Management’s Report on Internal Control

over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting has been designed to

provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external

purposes in accordance with U.S.

Our internal control over financial reporting

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

transactions and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation

of financial statements in accordance with U.S.

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

of our management and directors;

and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

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

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Therefore, even those systems determined to be effective can

provide only reasonable assurance with respect to financial statement preparation and presentation.

Projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our

internal control over financial reporting as of June 30, 2021.

In making this assessment, management used the criteria set forth by the

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

that assessment under those criteria, our management has determined that, as of June 30, 2021, our internal control over financial reporting

was not effective due to two material weakness’

in the system of internal control.

A material weakness is a deficiency, or combination

of deficiencies, that creates a reasonable possibility that a material misstatement of the annual or interim financial statements will

not be prevented or detected in a timely manner.

The first material weakness identified by management

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

the internal control system.

During our fiscal year ended June 30, 2021, we hired a VP of Finance and we implemented additional procedures

to improve our segregation of duties.

However, without hiring additional personnel we have been unable to fully remediate this material

We cannot provide assurance that these or other measures will eventually result in the elimination of the material weakness

described above.

In March 2021, we identified a second

material weakness that resulted from ineffective treasury controls over review of outstanding authorized shares and requirements for

all securities and contracts to issue common shares to ensure adequate authorized shares exist.

This material weakness occurred in

February 2021 when we decided to file a Charter Revision that changed our authorized shares of capital stock in the same 50 shares

for one share ratio that applied to our issued shares of common stock, stock options and warrants pursuant to a reverse stock split

that was effected in October 2020.

The impact of this adjustment caused an immediate reduction in our authorized shares of common

stock from 500,000,000 shares to 10,000,000 shares.

Accordingly, after the Charter Revision we did not have a sufficient number of

authorized shares of common stock in the event that all of our outstanding stock options and warrants are subsequently

On May 26, 2021, our shareholders voted to approve

motions to reincorporate from the state of Delaware to the state of Nevada and to increase our authorized shares of common stock from

10,000,000 shares to 40,000,000 shares.

Accordingly, the authorized share deficiency that occurred in February 2021 was cured on May 26,

2021, such that we have an adequate number of shares of common stock whereby all outstanding stock options and warrants may be exercised

in exchange for shares of common stock.

In addition to the shareholder approvals to reincorporate and increase our authorized shares,

we are implementing procedures to ensure that our Board of Directors provides explicit approval for all future charter amendments, and

all future issuances of shares of our common stock and any warrants and stock options that are not subject to a plan approved by our shareholders.

We cannot provide assurance that these or other measures will eventually result in the elimination of this material weakness.

Changes in Internal Control over Financial

There were no changes in our internal control

over financial reporting during the fiscal quarter ended June 30, 2021 that materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

Attestation Report of Independent Registered

Public Accounting Firm

We are a smaller reporting company as defined

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

internal control over financial reporting.

We maintain “disclosure controls and procedures” as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and such information is accumulated and communicated to our management, including the individual that serves as both our chief executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this Annual Report, we carried out an evaluation, under the supervision and with the participation of senior management, including our chief executive officer (our principal executive and financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b).

Based upon this evaluation, our chief executive officer concluded that our disclosure controls and procedures as of the end of the period covered by this Annual Report were not effective at the reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP.

Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP, and that receipts and expenditures are being made only in accordance with authorization of our management and directors;

and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2022.

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

Based on that assessment under those criteria, our management has determined that, as of June 30, 2022, our internal control over financial reporting was not effective due to a material weakness in the system of internal control that related to an inadequate segregation of duties.

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

During our fiscal years ended June 30, 2022 and 2021, we have hired additional personnel which enabled us to better segregate many functions, and we recently implemented more robust accounting software that is expected to result in stronger controls.

While we believe these are important steps in our ongoing remediation efforts, we concluded that this material weakness had not been

remediated as of June 30, 2022.

We cannot provide assurance that the actions taken to date or other measures will eventually result in the elimination of the material weakness related to the segregation of duties.

Changes in Internal Control over Financial Reporting

Prior to the fiscal year ended June 30, 2022, we had identified a material weakness whereby we had ineffective treasury controls over authorized share limits such that an inadequate number of shares is authorized to ensure that all securities and contracts to issue common shares may be exercised, converted or exchanged.

During the fiscal year ended June 30, 2022, we successfully remediated this material weakness.

There were no other changes in our internal control over financial reporting during the fiscal quarter ended June 30, 2022, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of Independent Registered Public Accounting Firm

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Other Information.

Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance.

The following table sets forth certain information

as of June 30, 2021 with respect to our directors, executive officers and key employees.

The term for each director expires at our next

annual meeting or until his or her successor is appointed.

The following table sets forth certain information as of June 30, 2022 with respect to our directors, executive officers and key employees.

The term for each director expires at our next annual meeting or until his or her successor is appointed.

Date Appointed

Nevan Charles Elam

Acting Chairman of the Board of Directors and Chief Executive Officer

January 31, 2013

Young-Jin Kim

Chairman of the Board of Directors

February 10, 2019

Chief Executive Officer and Director

January 31, 2013

Gil Labrucherie

1 unchanged sentence

Philippe Fauchet

October 10, 2020

September 10, 2020

Nerissa Kreher, M.D.

3 unchanged sentences

Brian Roberts, M.D.

SVP Clinical Development

Chief Medical Officer

October 23, 2020

Set forth below is biographical information with respect to each of

the aforementioned individuals.

Young-Jin Kim.

as the Chairman of our Board.

Kim is Chairman & CEO of Handok Inc.

(“Handok”), one of the leading pharmaceutical

companies in the Republic of Korea.

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

in Frankfurt, Germany.

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

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

In 1996, he was appointed as CEO of

Handok and has been also serving as Director of the Board of Genexine since 2015.

Kim served as the Vice Chairman of the Korea Pharmaceutical

Manufacturers Association from 1999 to 2007.

Kim has been serving as President of Handok Jeseok Foundation since 2014 and as

President of KDG (Korean-German Society) since 2010.

He also served as Director of KGCCI (Korean-German Chamber of Commerce and Industry)

from 2010 to 2016 and the 5th Chairman of KGCCI from 2015 to 2016.

Kim received an MBA at the Kelley School of Business at Indiana

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

Kim completed Advanced Management

Program at the Harvard Business School in 1996.

We believe Mr.

Kim’s experience working with pharmaceutical companies qualifies

him to serve on the Board.

Set forth below is biographical information with respect to each of the aforementioned individuals.

Nevan Charles Elam.

serves as our Chief Executive Officer and also currently serves as our principal financial officer.

Elam's service with Rezolute,

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

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

Earlier in his

Elam has served as our Chief Executive Officer since January 2013 and also currently serves as our principal financial officer.

Elam is also serving as our Acting Chairman of the Board since May 2022.

Elam’s service with Rezolute, he has served various leadership roles throughout his career including as Chief Executive Officer of a European medical device company, co- founder and Chief Financial Officer of a software company, as well as a Senior Vice President at Nektar Therapeutics.

Earlier in his career, Mr.

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

He serves as Director of Savara, Inc.

and Softhale in Belgium.

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

We believe that Mr.

Elam’s experience advising pharmaceutical companies of their unique legal and regulatory obligations qualifies

him to serve on the Board.

Elam’s experience advising pharmaceutical companies of their unique legal and regulatory obligations qualifies him to serve on the Board.

Young-Jin Kim.

Kim serves as a member of our Board and served as Chairman of the Board until May 2022.

Kim is Chairman and Chief Executive Officer Handok Inc.

(“Handok”), one of the leading pharmaceutical companies in the Republic of Korea.

Since May 2022, Mr.

Kim has also served as chairman of the Board of Directors of Genexine Inc.

Kim joined Handok in 1984 and spent two years between 1984 and 1986 working at Hoechst AG in Frankfurt, Germany.

Between 1991 and 2005, he served as CEO of Roussel Korea, Hoechst Marion Roussel Korea and Aventis Pharma Korea and also appointed as the Country Manager of Hoechst AG and Aventis in Korea between 1996 and 2005.

In 1996, he was appointed as CEO of Handok.

Kim has been serving as President of Handok Jeseok Foundation since 2014.

He has also been serving as President of KDG (Korean-German Society) since 2010.

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

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

We believe Mr.

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

Gil Labrucherie.

serves as a member of our Board.

Labrucherie brings more than 20 years of senior leadership experience in finance, legal and

corporate development to the Board.

He has served as Chief Financial Officer of Nektar Therapeutics, a publicly traded development stage

biopharmaceutical company, since 2016, and also has held the position of Chief Operating Officer since 2019.

Prior to serving as Chief

Operating Officer and Chief Financial Officer of Nektar, he was Senior Vice President, General Counsel and Secretary of Nektar from 2007

Labrucherie serves as a member of our Board.

Labrucherie brings more than 20 years of senior leadership experience in finance, legal and corporate development to the Board.

He currently serves as Chief Financial Officer at ACELYRIN, Inc, a late-stage clinical biopharma company with an initial focus in immunology.

Previously he served as Chief Financial Officer of Nektar Therapeutics, a publicly traded development stage biopharmaceutical company, from 2016 to June 2022, and also has held the position of Chief Operating Officer since 2019.

Prior to serving as Chief Operating Officer and Chief Financial Officer of Nektar, he was Senior Vice President, General Counsel and Secretary of Nektar from 2007 to 2016.

Earlier in his career, Mr.

Labrucherie was an executive at different organizations where he was responsible for global corporate

alliance and mergers and acquisitions.

Labrucherie began his career as an associate in the corporate practice of the law firm

of Wilson Sonsini Goodrich & Rosati.

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

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

Labrucherie received his J.D.

from University of California Boalt Hall School of

Law, where he was a member of the California Law Review and Order of the Coif, and received his B.A.,with highest honors from the University

of California, Davis.

from University of California Boalt Hall School of Law, where he was a member of the California Law Review and Order of the Coif, and received his B.A.

with highest honors from the University of California, Davis.

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

Labrucherie’s experience as the Chief Operating Officer and Chief Financial Officer of a public biotechnology company and

his management background as an executive in different organizations qualify him to serve on the Board.

We believe Mr.

Labrucherie’s experience as the Chief Operating Officer and Chief Financial Officer of a public biotechnology company and his management background as an executive in different organizations qualify him to serve on the Board.

Philippe Fauchet.

Fauchet serves as

a member of our Board.

Fauchet has spent more than 35 years in the pharmaceutical industry, most recently as the Chairman of GlaxoSmithKline

Fauchet serves as a member of our Board.

Fauchet has spent more than 35 years in the pharmaceutical industry, most recently as the Chairman of GlaxoSmithKline K.K.

from April 2017 to February 2019.

1 unchanged sentence

as President & Representative Director in 2010.

he served as Senior Vice President, Corporate Business Development Head of Sanofi-Aventis Group and a member of the Management Committee.

Fauchet is an external director on the board of two Japanese biotech companies and a consultant for various life sciences companies.

Alongside these industry roles, Philippe is currently an adjunct professor at the University of Tokyo, Graduate School of Medicine, Global

Health Policy Department.

Fauchet is a graduate of Hautes Etudes Commerciales in France and received a Bachelor of Law at Paris X

Previously, he served as Senior Vice President, Corporate Business Development Head of Sanofi-Aventis Group and a member of the Management Committee.

Fauchet is an independent director on the board of JCR Pharmaceutical (4502.T) as well as a director of unlisted Japanese biotech companies.

Fauchet is a graduate of Hautes Etudes Commerciales in France and received a Bachelor of Law at Paris X University.

He is an Honorary Officer of the Order of the British Empire (O.B.E.).

We believe Mr.

Fauchet’s experience in the pharmaceutical

industry qualifies him to serve on the Board.

Fauchet’s experience in the pharmaceutical industry qualifies him to serve on the Board.

Nerissa Kreher, M.D., M.S., MBA.

serves as a member of our Board.

Kreher serves as a member of our Board.

She has served as Chief Medical Officer of Entrada Therapeutics, Inc.

since December 2020.

From February

2019 to October 2020, Dr.

Kreher served as Chief Medical Officer at Tiburio Therapeutics, Inc., where she was responsible for clinical

development, clinical operations, regulatory and patient advocacy.

From February 2019 to October 2020, Dr.

Kreher served as Chief Medical Officer at Tiburio Therapeutics, Inc., where she was responsible for clinical development, clinical operations, regulatory and patient advocacy.

From October 2016 to December 2018, Dr.

Kreher served as Chief Medical

Officer at Avrobio, Inc., where she oversaw clinical and regulatory development strategy for the Company’s rare disease, ex vivo

lentiviral gene therapy pipeline programs.

Kreher served as Chief Medical Officer at Avrobio, Inc., where she oversaw clinical and regulatory development strategy for the Company’s rare disease, ex vivo lentiviral gene therapy pipeline programs.

From March 2015 to July 2016, Dr.

Kreher served as Global Head (VP) of Clinical and Medical

Affairs of Zafgen, Inc., where she was a strategic leader of a cross-functional team charged with creation of global development strategy

for beloranib.

Kreher served as Global Head (VP) of Clinical and Medical Affairs of Zafgen, Inc., where she was a strategic leader of a cross-functional team charged with creation of global development strategy for beloranib.

Kreher is a board-certified pediatric endocrinologist and holds multiple degrees including her B.S.

in biology from

University of North Carolina at Chapel Hill, M.D.

in biology from University of North Carolina at Chapel Hill, M.D.

from East Carolina University, an M.S.

in clinical research from Indiana University-Purdue

University Indianapolis, and an MBA from Northeastern University Graduate School of Business Administration.

in clinical research from Indiana University-Purdue University Indianapolis, and an MBA from Northeastern University Graduate School of Business Administration.

We believe Dr.

Kreher’s

experience in the pharmaceutical industry and her service on the board of directors of a range of

private and publicly held companies qualify her to serve on the Board.

Kreher’s experience in the pharmaceutical industry and her service as an executive and Chief Medical Officer of a range of private and publicly held companies qualify her to serve on the Board.

Wladimir Hogenhuis, M.D., MBA.

serves as a member of our Board.

He recently served as Chief Operating Officer of Ultragenyx Pharmaceutical Inc.

RARE) from September

2018 to January 2020 with responsibilities for global commercial operations, business development, and manufacturing of medicines for

patients with rare diseases.

Hogenhuis serves as a member of our Board.

He is currently the Chief Executive Officer of Chimera Bioengineering, where he also serves on the Board of Directors.

He previously served as Chief Operating Officer of Ultragenyx Pharmaceutical Inc.

RARE) with responsibilities for global commercial operations, business development, and manufacturing of medicines for patients with rare diseases.

Before that, Dr.

Hogenhuis served as Senior Vice President and Global Franchise Head, Specialty Pharmaceuticals

of GlaxoSmithKline Plc.

Hogenhuis served as Senior Vice President and Global Franchise Head, Specialty Pharmaceuticals of GlaxoSmithKline Plc.

GSK), from December 2012 to September 2018.

From 1994 to 2012, he served in leadership positions

at Merck in the U.S., China, and Europe, where he was responsible for managing the P&L of specialty and cardiovascular care medicines.

He also served as a National Institutes of Health Fellow in Medical Decision Making at New England Medical Centre in Boston, and as a

Naval Lieutenant Surgeon in the Royal Dutch Navy.

Hogenhuis currently serves on the board of GATT Technologies B.V., a private company

in the Netherlands developing novel surgical hemostats and sealants.

He is also a board member of IHP Therapeutics, a private company

based in San Francisco, developing a therapy for the treatment of COVID-19 slated to enter clinical development later this year.

He previously

served as a member of the Board of Directors of Vision 2020, a global initiative for the elimination of avoidable blindness, a joint programme

of the World Health Organization and the International Agency for the Prevention of Blindness.

Hogenhuis received a M.D.

Medicine Cum Laude from the University of Leiden in the Netherlands and received an M.B.A.

from the Wharton School of Business at The

University of Pennsylvania, Philadelphia.

From 1994 to 2012, he served in leadership positions at Merck in the US, China, and Europe, where he was responsible for managing the P&L of specialty and cardiovascular care medicines.

He also served as a National Institutes of Health Fellow in Medical Decision Making at New England Medical Centre in Boston, and as a Naval Lieutenant Surgeon in the Royal Dutch Navy.

Hogenhuis currently serves on the board of GATT Technologies B.V., a private company in the Netherlands developing novel surgical hemostats and sealants.

He previously served as a member of the Board of Directors of Vision 2020, a global initiative for the elimination of avoidable blindness, a joint program of the World Health Organization and the International Agency for the Prevention of Blindness.

Hogenhuis received his M.D.

Cum Laude from the University of Leiden in the Netherlands and received an M.B.A.

from the Wharton School of Business at The University of Pennsylvania, Philadelphia.

We believe Dr.

Hogenhuis’s experience in the pharmaceutical industry and his

service on the board of directors of a range of private companies qualify him to serve on the Board.

Hogenhuis’s experience in the pharmaceutical industry and his service on the board of directors of a range of private companies qualify him to serve on the Board.

Brian Roberts, M.D .

Roberts has served as our Chief Medical Officer since June 2022.

Prior to serving as Chief Medical Officer, he served as our Senior Vice President and Head of Clinical Development, from October 2020 to June 2022, and as our Vice President of Clinical Development from April 2017 to October 2020.

Prior to joining us, Dr.

Roberts served as Senior Director at Fibrogen, Inc.

from 2012 to April 2017, where he directed clinical development and helped successfully launch and execute the global Phase 3 program and pharmaceutical partnership for a novel oral therapy for anemia associated with kidney disease, concluding the largest Phase 3 program ever conducted in CKD anemia, and resulting in global NDA filings.

From 2007 until 2012 Dr.

Roberts held clinical development positions of increasing responsibility at Metabolex, Inc.

Roberts received his B.S.

in biochemistry from the University of California, San Diego and his M.D.

Magna Cum Laude from Georgetown University.

Family Relationships

There are no family relationships between any of our directors or executive

There are no family relationships between any of our directors and executive officers.

Legal Proceedings

During the past ten years, none of our directors,

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

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

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

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

and other minor offenses);

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

of competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting

his involvement in any type of business, securities or banking activities;

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

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

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

or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or

commodities law or regulation;

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

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

order, or removal or prohibition order;

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

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

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

78c(a)(26))), any registered entity

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

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

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

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

● the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

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

● subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

● found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law;

● the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation;

(b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order;

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

● the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Code of Ethics

We have adopted a code of business conduct and

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

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

under the “Investors”

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

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

We have adopted a Code of Business Conduct and Ethics that is applicable to all of our employees, officers and directors.

The code is available on our web site, www.rezolutebio.com , under the “Investors” tab.

We intend to disclose future amendments to, or waivers from, certain provisions of our code of ethics, if any, on the above website within four business days following the date of such amendment or waiver.

Committees of the Board of Directors

The standing committees of our Board of Directors

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

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

Audit Committee

The Audit Committee was created in accordance

with the rules and regulations of the SEC on August 21, 2017 and has operated under an Audit Committee Charter that is available on our

The functions performed by our Audit Committee consist of selection of the firm of independent registered public accountants

to be retained by us subject to shareholder ratification, periodic meetings with our independent registered public accountants to review

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

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

of all related-party transactions.

Effective November 20, 2019, Mr.

Gil Labrucherie

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

Philippe Fauchet was appointed to the Audit

Committee effective as of September 10, 2020.

Effective December 21, 2020, Mr.

Lim resigned as a member of our Board of Director and Audit

Committee member.

Effective March 2, 2021, Dr.

Wladimir Hogenhuis was appointed to the Audit Committee.

Labrucherie serves as the

chairman of the audit committee and along with Mr.

The Audit Committee operates under an Audit Committee Charter that is available on our website, www.rezolutebio.com.

The functions performed by our Audit Committee consist of selection of the firm of independent registered public accountants to be retained by us subject to stockholder ratification, periodic meetings with our independent registered public accountants to review our accounting policies and internal controls, review the scope and adequacy of the independent registered public accountants’ examination of our annual financial statements, and pre-approval of services rendered by our independent registered public accountants and pre-approval of all related-party transactions.

Labrucherie serves as the chairman of the audit committee and along with Mr.

Fauchet and Dr.

Hogenhuis are “independent directors”

as defined in Rule

5605(a)(2) of the Nasdaq Listing Rules.

Hogenhuis are “independent directors” as defined in Rule 5605(a)(2) of the Nasdaq Listing Rules.

In addition, the Board determined that Mr.

Gil Labrucherie and Dr.

Hogenhuis are qualified as

“audit committee financial experts”

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

Accordingly, the functions

of our Audit Committee are now being performed solely by independent directors.

For the fiscal year ended June 30, 2021,

Hogenhuis are qualified as “audit committee financial experts” as such term is used in the rules and regulations of the SEC.

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

Our Audit Committee held four meetings during the fiscal year ended June 30, 2022.

For the fiscal year ended June 30, 2022, Mr.

Labrucherie, Mr.

Fauchet and Dr.

Hogenhuis received additional compensation for their service as a member of our Audit Committee

as discussed under the caption Non-Employee Director Compensation below.

Hogenhuis received additional compensation for their service as a member of our Audit Committee as discussed under the caption Non-Employee Director Compensation below.

Compensation Committee

The Compensation Committee was created on

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

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

Young-Jin Kim and Dr.

Young Chul Sung served as the sole

members of the Compensation Committee.

Effective November 20, 2019, Mr.

Gil Labrucherie and Mr.

Jung-Hee Lim became

members of the Compensation Committee.

In September 2020, Mr.

Fauchet was appointed as chairman of the Compensation

Committee, and Mr.

Sung resigned as members of the Compensation Committee.

Effective December 21, 2020, Mr.

Lim resigned as our Board of Director and Compensation Committee member.

Effective March 2, 2021, Dr.

Hogenhuis and Dr.

appointed to the Compensation Committee.

The Compensation Committee operates under a Compensation Committee Charter that is available on our website, www.rezolutebio.com.

Labrucherie, Mr.

Hogenhuis and Dr.

Kreher are each considered an

“independent director”

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

The Compensation Committee

is responsible for establishing and administering our compensation arrangements for all executive officers.

The functions performed by our Compensation Committee

provided for meetings no less frequently than annually (and more frequently as circumstances dictate) to discuss and determine executive

officer and director compensation.

Kreher each serve as members of the Compensation Committee and are each considered an “independent director” as defined in Rule 5605(a)(2) of the Nasdaq Listing Rules.

The Compensation Committee is responsible for establishing and administering our compensation arrangements for all executive officers.

The functions performed by our Compensation Committee provided for meetings no less frequently than annually (and more frequently as circumstances dictate) to discuss and determine executive officer and director compensation.

The Compensation Committee has not retained the services of any compensation consultants.

from time to time it utilizes compensation data from companies that the Compensation Committee deems to be competitive with us in connection

with its annual review of executive compensation.

The Compensation Committee has the power to form and delegate authority to subcommittees

when appropriate, provided that such subcommittees are composed entirely of directors who would qualify for membership on the Compensation

Committee pursuant to applicable Nasdaq Listing Rules.

Accordingly, the functions of our Compensation Committee are now being performed

solely by independent directors.

For the fiscal year ended June 30, 2021,

However, from time to time it utilizes compensation data from companies that the Compensation Committee deems to be competitive with us in connection with its annual review of executive compensation.

The Compensation Committee has the power to form and delegate authority to subcommittees when appropriate, provided that such subcommittees are composed entirely of directors who would qualify for membership on the Compensation Committee pursuant to applicable Nasdaq Listing Rules.

Our Compensation Committee held seven meetings during the fiscal year ended June 30, 2022.

For the fiscal year ended June 30, 2022, Mr.

Labrucherie, Mr.

Hogenhuis and Dr.

Kreher received additional compensation for their service as a member of our

Compensation Committee as discussed under the caption Non-Employee Director Compensation below.

Kreher received additional compensation for their service as a member of our Compensation Committee as discussed under the caption Non-Employee Director Compensation below.

Nominating and Governance Committee

The Nominating and Governance Committee was created

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

The Nominating

and Governance Committee was established in accordance with the rules and regulations of the SEC.

The functions that were historically

performed by our Nominating and Governance Committee have been performed by the entire Board of Directors from February 16, 2019

to March 2, 2021 when we appointed Dr.

Hogenhuis and Dr.

Kreher to the Board of Directors.

Given the overlap between the nominating and

corporate governance function with the compensation function, the Company’s independent board members will serve as the members

of the Nominating and Governance Committee.

Although both the Compensation Committee and the Nominating and Governance Committee will

remain separate committees, board membership on both committees will count as one for board compensation purposes whereby no incremental

compensation is paid for service on the Nominating and Governance Committee.

Shareholders who wish to recommend nominees for

consideration by the Nominating and Governance Committee must submit their nominations in writing to our Chairman of the Board of Directors.

Submissions must include sufficient biographical information concerning the recommended individual for the Nominating and Governance Committee

to consider, including age, five-year employment history with employer names and a description of the employer’s business, whether

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

The submission must be accompanied by a written consent of the individual to stand for election if nominated by the Nominating and Governance

Committee and to serve if elected by shareholders.

The Nominating and Governance Committee may consider such shareholder recommendations

when it evaluates and recommends nominees to the Board of Directors for submission to the shareholders at each Annual Meeting.

The Nominating and Governance Committee do not

have a specific diversity policy, but consider diversity of race, ethnicity, gender, age, cultural background and professional experiences

in evaluating candidates for Board membership.

Diversity is important because a variety of points of view contribute to a more effective

decision-making process.

The Nominating and Governance Committee operates under a Nominating and Governance Committee Charter that is available on our website at www.rezolutebio.com.

The Nominating and Governance Committee was established in accordance with the rules and regulations of the SEC Given the overlap between the nominating and corporate governance function with the compensation function, the Company’s independent board members historically have served as the members of the Nominating and Governance Committee through June 30, 2022.

Although both the Compensation Committee and the Nominating and Governance Committee had remained separate committees, board membership on both committees counted as one for board compensation purposes.

Effective July 1, 2022, the Nominating and Governance Committee was eligible for separate compensation, and members will receive additional compensation for their service as a member of this committee.

Stockholders who wish to recommend nominees for consideration by the Nominating and Governance Committee must submit their nominations in writing to our Acting Chairman of the Board of Directors.

Submissions must include sufficient biographical information concerning the recommended individual for the Nominating and Governance Committee to consider, including age, five-year employment history with employer names and a description of the employer’s business, whether such individual can read and comprehend basic financial statements, and other board memberships (if any) held by the recommended individual.

The submission must be accompanied by a written consent of the individual to stand for election if nominated by the Nominating and Governance Committee and to serve if elected by stockholders.

The Nominating and Governance Committee may consider such stockholder recommendations when it evaluates and recommends nominees to the Board of Directors for submission to the stockholders at each annual meeting.

The Nominating and Governance Committee do not have a specific diversity policy, but consider diversity of race, ethnicity, gender, age, cultural background and professional experiences in evaluating candidates for Board membership.

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

Our Nominating and Governance Committee held one meeting during the fiscal year ended June 30, 2022.

Scientific Advisory Board

We have established a Scientific Advisory Board

(“SAB”).

The members of the board are Adrian Vella, Quan Dong Nguyen, M.D., MSc, Robert B.

We have established a Scientific Advisory Board (“SAB”).

The members of the SAB are Adrian Vella, M.D., Quan Dong Nguyen, M.D., MSc, Robert B.

Bhisitkul, M.D., PH.D.

and Jerrold Olefsky, M.D .

Section 16(a) Beneficial Ownership Reporting

Section 16(a) of the Exchange Act requires our

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

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

Based solely on our review of the copies of such forms

received by us, or written representations from certain reporting persons, we believe that during the fiscal year ended June 30, 2021,

all filing requirements applicable to its executive officers, directors and ten percent beneficial owners were complied with except that

(i) Form 3 was filed late by Brian Roberts upon his appointment as a Section 16 officer on October 7, 2020, (ii) Philippe Fauchet failed

to file a Form 4 for a stock option granted on October 14, 2020, and (iii) Form 4 was filed late by each of Nevan Elam, Gil Labrucherie,

Philippe Fauchet, Wladimir Hogenhuis, Nerissa Kreher, and Brian Roberts for stock options granted on June 14, 2021.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the SEC and to provide us with copies of those filings.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during the fiscal year ended June 30, 2022, all filing requirements applicable to its executive officers, directors and ten percent beneficial owners were complied with except that (i) Form 4 was filed late by Wladimir Hogenhuis for shares of common stock purchased in the October 15, 2021 public offering, (ii) Form 4 was filed late by Young-Jin Kim for stock options granted in June 2022, and (iii) Handok failed to file a Form 4 for shares of common stock purchased during the 2021 RDO.

Executive Compensation.

Summary Compensation Table

Our named executive officers consist of all individuals

that served as our principal executive officer during the fiscal year ended June 30, 2021, and the next two most highly compensated executive

officers who were serving as executive officers as of June 30, 2021.

The following table sets forth information concerning the compensation

Roberts, and Mr.

Vendola (our “

Named Executive Officers ”) during the fiscal years ended June

30, 2021 and 2020:

Our named executive officers consist of all individuals that served as our principal executive officer during the fiscal year ended June 30, 2022, and the next most highly compensated executive officer who was serving as an executive officer as of June 30, 2022.

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

Roberts, (our “Named Executive Officers”) during the fiscal years ended June 30, 2022 and 2021:

Name and Position

$ 495,682 (1)

$ 490,980 (4)

$ 3,888,117 (6)

Nevan Charles Elam

Chief Executive Officer

$ 490,000 (1)

$ 2,688,000 (6)

Brian Roberts

$ 371,364 (2)

$ 171,300 (4)

$ 775,203 (6)

SVP, Clinical Development

Keith Vendola,

$ 244,716 (3)

$ 166,440 (4)

$ 206,902 (9)

Former Chief Financial Officer

$ 365,000 (3)

$ 538,000 (6)

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

Elam received a base salary of $450,000 through May 31,

On July 31, 2019, Mr.

Elam’s base salary increased to $490,000 with an effective date of June 1, 2019, subsequently increased

to $505,000 on February 15, 2021.

Elam also serves as a member of our Board of Directors for which no incremental compensation is

(2) Pursuant to the employment agreement discussed below, Mr.

Roberts received an annual base salary of $360,000

through February 14, 2021.

On February 15, 2021, Mr.

Roberts base salary increased to $390,000.

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

Effective July 31, 2019, Mr.

Vendola entered into an employment agreement with an effective date of June 1, 2019 whereby Mr.

Vendola’s

annual base compensation was increased to $365,000.

Effective October 14, 2020, Mr.

Vendola was promoted to Chief Strategy Officer.

March 1, 2021, Mr.

Vendola resigned from the Company and was entitled to separation pay as discussed below.

(4) On October 7, 2020, in connection with the Company’s financing and up listing, the Board of Directors

approved bonus payments to Mr.

Elam for approximately $197,000, Mr.

Vendola for approximately $73,000 and Mr.

Brian Roberts, M.D.

Chief Medical Officer

(1) Pursuant to the amended and restated employment agreement discussed below, on July 31, 2019, Mr.

Elam’s base salary increased to $490,000 with an effective date of June 1, 2019, and subsequently increased to $505,000 on February 15, 2021.

On May 25, 2022, Mr.

Elam’s base salary was increased to $525,000, with an effective date of January 1, 2022.

Elam also serves as Acting Chairman of our Board of Directors for which no incremental compensation is paid.

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

Roberts received an annual base salary of $360,000 through February 14, 2021.

On February 15, 2021, Dr.

Roberts’ base salary increased to $390,000, and subsequently increased to $405,900 on January 1, 2022.

On May 25, 2022, Dr.

Roberts was appointed by our Board of Directors as our Chief Medical Officer, with a base salary of $450,000 effective June 1, 2022.

(3) On May 25, 2022, the Board of Directors approved bonus payments for calendar year 2021 services in the amounts shown in the table.

In June 2022, these cash bonus payments were paid to each executive officer.

(4) On October 7, 2020, in connection with the Company’s financing and up listing, the Board of Directors approved bonus payments to Mr.

Elam for approximately $197,000 and Dr.

Roberts for approximately $60,000.

These bonus payments were paid to each executive officer in October 2020.

On February 11, 2021, the Board of Directors approved

bonus payments for calendar year 2020 services to Mr.

Elam for $294,000, Mr.

Roberts for approximately $104,000 and Mr.

Vendola for approximately

In February 2021, these cash bonus payments were paid to each executive officer.

(5) On January 16, 2020, the Board of Directors approved bonus payments for calendar year 2019 services in

the amounts shown in the table.

On February 11, 2021, the Board of Directors approved bonus payments for calendar year 2020 services to Mr.

Elam for $294,000 and Dr.

Roberts for approximately $104,000.

In February 2021, these cash bonus payments were paid to each executive officer.

(6) The aggregate grant date fair value for stock option awards is computed in accordance with ASC 718 set

forth by the Financial Accounting Standards Board.

A discussion of key assumptions made in the valuation of stock options is presented

in Note 7 to our consolidated financial statements,

included in Item 8 of this Annual Report.

For purposes of this table, the entire fair value of awards with time-based vesting and hybrid

vesting are reflected in the year of grant, whereas under ASC 718 the fair value of such awards is generally recognized over the vesting

period in our financial statements.

(7) For the fiscal year ended June 30, 2021, amount includes health, dental, disability and life insurance

premiums under our employee benefit plans totaling $21,953 for the fiscal year ended June 30, 2021 and $20,350 for the fiscal year ended

June 30, 2020.

(8) Amount consists of health, dental, disability and life insurance premiums under our employee benefit plans

of $21,512, health club fees of $300, and matching contributions under our 401(k) Plan of $14,262 for the fiscal year ended June 30, 2021.

(9) For the fiscal year ended June 30, 2021, amount includes separation payments of $197,708, matching contributions under our 401(k)

Plan of $8,061, and disability and life insurance premiums under our employee benefit plans of $1,133.

For the fiscal year ended June

30, 2020, amount includes matching contributions under our 401(k) Plan of $6,000, health club fees of $3,134, and disability and life

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

Narrative Disclosure to Summary Compensation

Presented below is summary of key terms of employment

agreements with our Executive Officers:

On June 23, 2015, we entered into an amended and

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

(5) The aggregate grant date fair value for stock option awards is computed in accordance with ASC 718 set forth by the Financial Accounting Standards Board.

A discussion of key assumptions made in the valuation of stock options is presented in Note 8 to our consolidated financial statements, included in Item 8 of this Annual Report.

For purposes of this table, the entire fair value of awards with time-based vesting are reflected in the year of grant, whereas under ASC 718 the fair value of such awards is generally recognized over the vesting period in our financial statements.

(6) Amount includes health, dental, disability and life insurance premiums under our employee benefit plans.

(7) Amount consists of health, dental, disability and life insurance premiums under our employee benefit plans of $36,553, health club fees of $3,300, and matching contributions under our 401(k) Plan of $12,200.

(8) Amount consists of health, dental, disability and life insurance premiums under our employee benefit plans of $21,512, health club fees of $300, and matching contributions under our 401(k) Plan of $14,262.

Narrative Disclosure to Summary Compensation Table

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

Nevan Charles Elam

On June 23, 2015, we entered into an amended and restated employment agreement with Nevan Charles Elam to serve as our Chief Executive Officer.

Under the terms of this agreement Mr.

Elam is entitled

to receive an annual base salary of $450,000 plus a calendar year target bonus up to 60% of his annual base salary based on performance

criteria set forth by the Board of Directors.

Elam is entitled to receive an annual base salary of $450,000 plus a calendar year target bonus up to 60% of his annual base salary based on performance criteria set forth by the Board of Directors.

Effective June 1, 2019, the Board of Directors approved an increase in Mr.

base salary to $490,000.

Elam’s base salary to $490,000.

Effective February 15, 2021, the Board of Directors approved an increase in Mr.

Elam’s base salary to $505,000.

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

and disability insurance plans, and our employee stock option plans.

Elam’s base salary to $505,000.

Effective January 1, 2022, the Board of Directors approved an increase in Mr.

Elam’s base salary to $525,000.

Elam is eligible to participate in all benefit programs available to our executives and employees, including medical, dental, life and disability insurance plans, and our employee stock option plans.

The employment agreement requires Mr.

Elam to undertake certain confidentiality,

non-competition and non-solicitation obligations.

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

In the event that we terminate Mr.

Elam’s employment without “Cause”

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

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

other benefits such as medical and dental insurance.

The aggregate severance benefit is payable over a period of twelve months (the

“Severance Period”), and any outstanding stock options that are subject to vesting shall have vesting accelerated with respect

to the number of shares that would have vested during the Severance Period as if Mr.

Elam’s employment without “Cause” or if Mr.

Elam resigns for “Good Reason”, we are required to pay a severance benefit equal to (i) three times his then current annual base salary, (ii) 150% of his annual Target Bonus, (iii) payment of accrued vacation benefits, and (iv) continuation of certain other benefits such as medical and dental insurance.

The aggregate severance benefit is payable over a period of twelve months (the “Elam Severance Period”), and any outstanding stock options that are subject to vesting shall have vesting accelerated with respect to the number of shares that would have vested during the Elam Severance Period as if Mr.

Elam had remained employed by us during such period.

The terms “Cause”

and “Good Reason”

are defined in the employment agreement.

Brian Roberts

On July 22, 2019, we entered into an employment

agreement with Brian Roberts to serve as our Vice President of Clinical Development.

Under the terms of this agreement Mr.

entitled to receive annual base salary of $360,000 plus calendar year target bonus up to 25% of his annual base salary based on performance

criteria set forth by the Board of Directors.

On October 23, 2020, Mr.

The terms “Cause” and “Good Reason” are defined in the employment agreement.

Brian Roberts, M.D.

On July 22, 2019, we entered into an employment agreement with Brian Roberts to serve as our Vice President of Clinical Development.

Under the terms of this agreement Dr.

Roberts is entitled to receive annual base salary of $360,000 plus calendar year target bonus up to 25% of his annual base salary based on performance criteria set forth by the Board of Directors.

On October 23, 2020, Dr.

Roberts was appointed Senior Vice President, Clinical Development.

Effective January 1, 2022, the Board of Directors approved an increase in Dr.

Roberts’ salary to $405,900.

Effective June 1, 2022, Dr.

Roberts was appointed Chief Medical Officer and annual base salary increase was approved to $450,000 with an increase in target bonus to 40% of his annual base salary.

The employment agreement requires Mr.

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

In the event that we terminate Mr.

Roberts’s employment without “Cause”

Roberts resigns for “Good Reason”,

we are required to pay a severance benefit equal to six months’

The aggregate severance benefit is payable over a period

of six months (the “Severance Period”), and any outstanding stock options that are subject to vesting shall have vesting

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

Roberts had remained employed

by us during such period.

The terms “Cause”

and “Good Reason”

are defined in the employment agreement.

In the event that we terminate Dr.

Roberts’ employment without “Cause” or if Dr.

Roberts resigns for “Good Reason”, we are required to pay a severance benefit equal to six months’ salary.

The aggregate severance benefit is payable over a period of six months (the “Roberts Severance Period”), and any outstanding stock options that are subject to vesting shall have vesting accelerated with respect to the number of shares that would have vested during the Roberts Severance Period as if Dr.

Roberts had remained employed by us during such period.

The terms “Cause” and “Good Reason” are defined in the employment agreement.

Outstanding Equity Awards

As of June 30, 2021, there were no restricted

stock awards and no stock options that provide for performance vesting conditions held by any of our Named Executive Officers.

The following

table provides a summary of equity awards outstanding, consisting solely of stock options, for each of our Named Executive Officers as

of June 30, 2021:

As of June 30, 2022, there were no restricted stock awards and no stock options that provide for performance vesting conditions held by any of our Named Executive Officers.

The following table provides a summary of equity awards outstanding, consisting solely of stock options, for each of our Named Executive Officers as of June 30, 2022:

Number of Securities Underlying

1 unchanged sentence

Unexercisable

Total for Mr.

Brian Roberts

Total for Mr.

Keith Vendola (4)

Nevan Charles Elam

Total for Mr.

(1) The stock options have a ten-year term from the date of

grant and vest over a three-year period as follows:

25% of the shares underlying the options vested at grant date and the remainder of

the shares underlying the options vest in equal monthly installments over the remaining 36 months thereafter, subject to the executive’s

continued service through each vesting date.

(2) The stock options have a ten-year term from the date of

grant and vest over a three-year period as follows:

the shares underlying the options vest in equal monthly installments over the remaining

36 months beginning on July 1, 2021, subject to the executive’s continued service through each vesting date.

(3) The stock options have a ten-year term from the date of

grant and vest over a three-year period as follows:

25% of the shares underlying the options vested at grant date and the remaining shares

underlying the options vest in equal monthly installments over the remaining 36 months beginning on July 1, 2021, subject to the executive’s

continued service through each vesting date

Vendola resigned on March 1, 2021 resulting in the modification of certain

stock options that were permitted to continue vesting through September 2021, whereby an aggregate of 46,250 stock options exercisable

at a weighted average price of $18.17 will now expire in December 2021.

Brian Roberts, M.D.

Total for Dr.

(1) These stock options vest over a three-year period as follows:

25% of the shares underlying the options became exercisable on the grant date and the remainder of the shares underlying the options became exercisable in equal monthly installments over the remaining 36 months thereafter, subject to the executive’s continued service through each vesting date.

(2) These stock options vest over a three-year period as follows:

the shares underlying the options become exercisable in equal monthly installments over 36 months beginning on July 1, 2021, subject to the executive’s continued service through each vesting date.

(3) These stock options vest over a three-year period as follows:

25% of the shares underlying the options became exercisable on grant date and the remaining shares underlying the options become exercisable in equal monthly installments over the remaining 36 months beginning on July 1, 2021, subject to the executive’s continued service through each vesting date.

(4) These stock vest over a four-year period as follows:

25% of the shares underlying the options become exercisable on the anniversary of the grant date and the remaining shares underlying the options become exercisable in equal monthly installments over the remaining 36 months beginning on July 1, 2023, subject to the executive’s continued service through each vesting date.

Options Exercised

As of June 30, 2021,

there were no shares acquired upon the exercise of stock options for any of our Named Executive Officers.

As of June 30, 2022, there were no shares acquired upon the exercise of stock options for any of our Named Executive Officers.

Director Compensation

Through December 2020, the members of our Board

of Directors agreed to provide their services for no cash compensation.

Effective January 1, 2021, we began using a combination of

cash and share-based incentive compensation to attract and retain qualified candidates to serve on our Board of Directors.

Additionally,

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

Presented below is a listing of the individuals

that served as directors and the related committee appointments during all or part of the fiscal year ended June 30, 2021:

Effective January 1, 2021, we began using a combination of cash and share-based incentive compensation to attract and retain qualified candidates to serve on our Board of Directors.

Additionally, our directors are reimbursed for reasonable

travel expenses incurred in attending meetings.

Presented below is a listing of the individuals that served as directors and the related committee appointments during the fiscal year ended June 30, 2022:

Committee Appointments

Director Name

and Governance

Committee Members as of June 30, 2022:

3 unchanged sentences

Nerissa Kreher

Former Committee Members:

Young-Jin Kim

Young Chul Sung, Ph.D.

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

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

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

of our Compensation Committee on September 10, 2020.

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

Committee on March 2, 2021.

Kreher was appointed to serve as a member of our Board of Directors and Compensation Committee on

March 2, 2021.

Labrucherie was appointed to serve as a member of our Board of Directors, Compensation Committee, Nominating and Governance Committee, and as chairman of our Audit Committee on November 20, 2019.

Fauchet was appointed to serve as a member of our Board of Directors, Audit Committee, Nominating and Governance Committee and as a chairman of our Compensation Committee on September 10, 2020.

Hogenhuis was appointed to serve as a member of our Board of Directors, Audit Committee, Nominating and Governance Committee and Compensation Committee on March 2, 2021.

Kreher was appointed to serve as a member of our Board of Directors and Compensation Committee Nominating and Governance Committee on March 2, 2021.

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

He was also a member of the Compensation Committee until he resigned from this committee in October 2020.

Lim was appointed to serve as a member of our Board of Directors on November 20, 2019 until his resignation

on December 21, 2020.

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

a member of the Compensation Committee until he resigned as a member of the Board of Directors on September 10, 2020.

He resigned from this position in May 2022, however, remains a member of our Board of Directors.

Director Compensation Table

Young-Jin Kim serves as our Board Chairman

for which he does not receive any compensation.

Sung also served as members of our Board of Directors for no compensation.

Accordingly, Mr.

Lim have been excluded from the Director Compensation Table.

Nevan Elam, a member of our Board

of Directors and our Chief Executive Officer, did not receive any additional compensation for serving as a director and has also been

excluded from this table.

Please refer to the “Executive Compensation”

section above for a description of Mr.

compensation.

The following table provides information related to the compensation of the remaining individuals that served as a member

of our Board of Directors during the fiscal year ended June 30, 2021:

Awards ($) (5)

Nevan Charles Elam, Acting Chairman of our Board of Directors, effective May 2022, and our Chief Executive Officer, did not receive any additional compensation for serving as a director and has been excluded from this table.

Please refer to the “Executive Compensation” section above for a description of Mr.

Elam’s compensation.

In addition, our director and former Chairman, Young-Jin Kim, has historically not reeved any compensation for his service on the Board.

In June 2022, the Board determined to provide Mr.

Kim with a one-time grant of stock options in recognition of his contributions as Chairman.

The following table provides information related to the compensation of the remaining individuals that served as a member of our Board of Directors during the fiscal year ended June 30, 2022:

Gil Labrucherie

2 unchanged sentences

Nerissa Kreher

(1) Consists of compensation for the first half of calendar 2021 of $20,000 for serving as a member of the Board of Directors, $5,000

for serving as Chairman of the Audit Committee and $3,500 for serving as a member of the Compensation Committee.

(2) Consists of compensation for the first half of calendar 2021 of $20,000 for serving as a member of the

Board of Directors, $5,000 for serving as Chairman of the Compensation Committee and $3,500 for serving as a member of the Audit Committee.

(3) Consists of compensation for the period March 2021 through June 2021 of $13,333 for serving as a member of the Board of Directors,

$3,500 for serving as a member of the Compensation Committee and $3,500 for serving as a member of the Audit Committee.

(4) Consists of compensation for the period March 2021 through June 2021 of $13,333 for serving as a member of the Board of Directors

and $3,500 for serving as a member of the Compensation Committee.

(5) The aggregate grant date fair value for stock option awards is computed in accordance with ASC 718 set

forth by the Financial Accounting Standards Board.

A discussion of key assumptions made in the valuation of stock options is presented

in Note 8 to our consolidated financial statements, included in Item 8 of this Annual Report.

For purposes of this table, the entire fair

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

vesting period in our financial statements.

(6) Consists of the fair value of a stock option granted on June 14, 2021 for 5,000 shares exercisable at

$12.28 per share for a period of ten years.

These stock options vest ratably over 36 months until June 1, 2024 when the entire award will

(7) Consists of the fair value of stock options granted (i) on October 14, 2020 for 8,000 shares exercisable

at $24.05 per share for a period of ten years, and (ii) on June 14, 2021 for 2,000 shares exercisable at $12.28 per share for a period

These stock options vest ratably over 36 months.

(8) Consists of the fair value of a stock option granted on June 14, 2021 for 10,000 shares exercisable at

$12.28 per share for a period of ten years.

These stock options vest ratably over 36 months until June 1, 2024 when the entire award will

The aggregate number of outstanding options held

by our non-employee directors as of June 30, 2021 was as follows:

Young-Jin Kim

(1) Consists of $40,000 for serving as a member of the Board of Directors, $10,000 for serving as Chairman of the Audit Committee and $7,000 for serving as a member of the Compensation Committee.

(2) Consists of $40,000 for serving as a member of the Board of Directors, $10,000 for serving as Chairman of the Compensation Committee and $7,000 for serving as a member of the Audit Committee.

(3) Consists of $40,000 for serving as a member of the Board of Directors, $7,000 for serving as a member of the Compensation Committee and $7,000 for serving as a member of the Audit Committee.

(4) Consists of compensation for fiscal year ended June 30, 2022 of $40,000 for serving as a member of the Board of Directors and $7,000 for serving as a member of the Compensation Committee.

Young-Jin Kim served as our Board Chairman until May 2022, for which he did not receive any compensation.

Kim remains a member of our Board of Directors.

(6) The aggregate grant date fair value for stock option awards is computed in accordance with ASC 718 set forth by the Financial Accounting Standards Board.

A discussion of key assumptions made in the valuation of stock options is presented in Note 8 to our consolidated financial statements, included in Item 8 of this Annual Report.

For purposes of this table, the entire fair value of awards is reflected in the year of grant, whereas under ASC 718 the fair value of such awards is generally recognized over the vesting period in our financial statements.

(7) Consists of the fair value of stock options granted on June 23, 2022 for 80,000 shares exercisable at $3.40 per share for a period of ten years.

These stock options vest ratably over 36 months until July 1, 2025 when the entire award will be vested.

(8) Consists of the fair value of stock options granted on June 23, 2022 for 40,000 shares exercisable at $3.40 per share for a period of ten years.

These stock options vest ratably over 36 months until July 1, 2025 when the entire award will be vested.

The aggregate number of outstanding options held by our non-employee directors as of June 30, 2022 was as follows:

Shares Underlying

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Nerissa Kreher

Young-Jin Kim

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

The following table sets forth

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

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

our common stock, in each case as of September 8, 2021 (the “

Determination Date ”), unless otherwise

indicated below.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC and generally includes

voting or investment power with respect to such securities.

Under these rules, beneficial ownership includes any shares as to which

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

has the right to acquire beneficial ownership of within 60 days after the Determination Date through the exercise of any warrant,

stock option, or other right.

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

to be outstanding and beneficially owned for the purpose of computing share and percentage ownership of that person or entity, but

are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person or entity.

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

and investment power for all shares shown beneficially owned by them.

This information is not necessarily indicative of beneficial

ownership for any other purpose.

The number of shares beneficially owned and the

percentage of shares beneficially owned are based on 8,618,872 shares of common stock issued and outstanding as of the Determination Date.

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

City, California 94065.

The following table sets forth information with respect to the beneficial ownership of shares of our common stock by (i) each director, (ii) each Named Executive Officer, (iii) all directors and executive officers as a group, and (iv) each person who we know beneficially owns more than 5% of our common stock, in each case as of September 8, 2022 (the “ Determination Date ”), unless otherwise indicated below.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC and generally includes voting or investment power with respect to such securities.

Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power and investment power and includes any shares that an individual or entity has the right to acquire beneficial ownership of within 60 days after the Determination Date through the exercise of any pre-funded warrant, warrant, stock option, or other right.

Shares subject to beneficial ownership through the exercise of pre-funded warrants, stock options and warrants are deemed to be outstanding and beneficially owned for the purpose of computing share and percentage ownership of that person or entity, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person or entity.

Except as indicated in the footnotes to this table, and as affected by applicable community property laws, all persons listed have sole voting and investment power for all shares shown beneficially owned by them.

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

The number of shares beneficially owned and the percentage of shares beneficially owned are based on 36,827,567 shares of common stock issued and outstanding as of the Determination Date.

Unless otherwise indicated, the address of our

directors and executive officers is c/o Rezolute, Inc., 201 Redwood Shores Parkway, Suite 315, Redwood City, California 94065.

Name of Beneficial Owner

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Stockholders in excess of 5%

2,015,491 (1)

Genexine, Inc.

1,826,019 (2)

Entities associated with Federated Hermes, Inc.

1,659,122 (3)

Entities associated with CDK Associates, LLC

Entities associated with Third Street Holdings, LLC

Stonepine Capital, L.P.

Genexine, Inc.

Directors and Executive Officers:

Nevan Charles Elam

Chief Executive Officer,

Acting Chairman of the Board of Directors

Young-Jin Kim

Chairman of the Board of Directors

2,015,491 (5)

Chief Executive Officer and Director

Gil Labrucherie

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Brian Roberts

SVP Clinical Development

Chief Medical Officer

Directors and executive officers as a group (7 people)

2,310,089 (11)

(1) As reported in Schedule 13D filed with the SEC on March 31, 2021, voting and investment authority over

our shares of common stock owned of record by Handok, Inc.

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

The address of shareholder

is 132, Teheran-Ro, Gangnam Gu, Seoul, Republic of Korea.

is also a stockholder of Genexine, Inc.

(2) As reported in Schedule 13D filed with the SEC on July 28, 2021, voting and investment authority over

our shares of common stock owned of record by Genexine, Inc.

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

The address of shareholder

is 700 Daewangpangyo-ro, Korea Bio Park, Building B Seongnam-Si, 13488, Republic of Korea.

(3) As reported in Schedule 13G filed with the SEC on February 12, 2021, the shares set forth in the table

consist of (i) 856,970 shares of common stock beneficially owned by Federated Hermes Kaufmann Fund, a portfolio of Federated Hermes

Equity Funds, including 200,970 shares currently issuable upon the exercise of warrants at $19.50 per share;

(ii) 779,194 shares

of common stock beneficially owned by Federated Hermes Kaufmann Small Cap Fund, a portfolio of Federated Hermes Equity Funds, including

193,334 shares currently issuable upon the exercise of warrants at $19.50 per share;

and (iii) 22,958 shares of common stock beneficially

owned by Federated Hermes Kaufmann Fund II, a portfolio of Federated Hermes Insurance Series, including 5,696 shares currently issuable

upon the exercise of warrants at $19.50 per share.

These entities are collectively referred to as the “Funds”

which are managed

by Federated Equity Management Company of Pennsylvania and subadvised by Federated Global Investment Management Corp., which are wholly

owned subsidiaries of FII Holdings, Inc., which is a wholly owned subsidiary of Federated Hermes, Inc.

Parent ”).

All of the Parent’s outstanding voting stock is held in the Voting Shares Irrevocable Trust (the “

Trust ”) for

which Thomas R.

The number of shares includes 6,610,274 shares of common stock held by entities associated with Federated Hermes, Inc., 123,000 shares currently issuable upon the exercise of pre-funded warrants at $0.01 per share and 815,758 shares currently issuable under the exercise of pre-funded warrants at $0.001 per share.

The number of shares excludes 400,000 shares currently issuable upon the exercise of warrants at $19.50 per share due to a 14.99% ownership blocker and 2,605,295 shares currently issuable upon the exercise of Class B pre-funded warrants at $0.001 per share that due to a 19.99% ownership blocker.

These shares are owned by separate entities which are collectively referred to as the “Funds” which are managed by Federated Equity Management Company of Pennsylvania and subadvised by Federated Global Investment Management Corp., which are wholly owned subsidiaries of FII Holdings, Inc., which is a wholly owned subsidiary of Federated Hermes, Inc.

(the “Parent”).

All of the Parent’s outstanding voting stock is held in the Voting Shares Irrevocable Trust (the “Trust”) for which Thomas R.

Donahue, Rhodora J.

Donahue and J.

Christopher Donahue act as trustees (collectively referred to as the “

Trustees ”).

The Parent’s subsidiaries have the power to direct the vote and disposition of the securities held by the Funds.

Each of the Parent,

its subsidiaries, the Trust, and each of the Trustees expressly disclaim beneficial ownership of such securities.

The address of the entities

associated with Federated Hermes, Inc.

Christopher Donahue act as trustees (collectively referred to as the “Trustees”).

The Parent’s subsidiaries have the power to direct the vote and disposition of the securities held by the Funds.

Each of the Parent, its subsidiaries, the Trust, and each of the Trustees expressly disclaim beneficial ownership of such securities.

The address of the entities associated with Federated Hermes, Inc.

is 4000 Ericsson Drive, Warrendale, PA 15086.

(4) The number of shares consists of (i) 530,388 shares of common stock beneficially owned by CDK Associates,

CDK ”), including 131,600 shares of common stock currently issuable upon the exercise of warrants at $19.50 per

share, and (ii) 33,855 shares of common stock beneficially owned by Third Street Holdings, LLC (“

Third Street ”),

including 8,400 shares of common stock currently issuable upon exercise of warrants at $19.50 per share.

CDK is managed by Caxton Corporation,

which is wholly-owned by Bruce Kovner.

Accordingly, Bruce Kovner has voting and dispositive control over the securities held by CDK.

Street is managed by Caxton Alternative Management LP, whereby Peter P.

D’Angelo has voting and dispositive control over the securities

held by Third Street.

In connection with a financing completed on October 9, 2020, CDK and Third Street were provided with a single

board observer seat.

The address of CDK and Third Street is 731 Alexander Road, Building 2, Suite 500, Princeton, NJ 08540.

(5) Consists of 2,015,491 shares of our common stock that are owned of record by Handok, Inc.

and CEO of Handok, Inc., Mr.

Kim has shared investment and voting authority over these shares.

(6) Consists of (i) 2,817 shares of our common stock, (ii) 218,750 shares of our common stock issuable upon

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

Voting and investment authority over our shares of common stock owned by Handok, Inc.

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

The address of stockholder is 132, Teheran-Ro, Gangman Gu, Seoul, Republic of Korea.

The amount reported as beneficially owned in the table is based solely on a Schedule 13G/A filed with the SEC on February 14, 2022, reporting beneficial ownership as of December 31, 2021, a Schedule 13F-HR filed with the SEC on August 12, 2022, reporting holdings as of June 30, 2022, and this number may have changed subsequent to June 30, 2022.

Stonepine Capital Management, LLC, is the General Partner of the partnership and Jon M.

Plexico and Timothy P.

Lynch are the control persons of the General Partner.

Each reporting person disclaims beneficial ownership of except to the extent of that person’s pecuniary interest therein.

The address of the filers is 919 NW Bond Street, Suite 20, Bend, Oregon 977003-2767.

Voting and investment authority over our shares of common stock owned by Genexine, Inc.

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

The address of stockholder is 700 Daewangpangyo-ro, Korea Bio Park, Building B Seongnam-Si, 13488, Republic of Korea.

Consists of (i) 2,817 shares of our common stock and (ii) 377,083 shares of our common stock issuable upon exercise of stock options that are exercisable within 60 days of the Determination Date.

Consists of (i) 78,947 shares of our common stock owned by Mr.

Kim and (ii) 5,942,617 shares of our common stock that are owned by Handok, Inc.

and (iii) 5,555 shares of our common stock issuable upon exercise of stock options that are exercisable within 60 days of the Determination Date.

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

Kim has shared investment and voting authority over the shares owned by Handok, Inc.

Consists of (i) 53,752 shares of our common stock owned by a trust controlled by Mr.

Labrucherie and (ii)

6,028 shares of our common stock issuable upon exercise of stock options that are exercisable within 60 days of the Determination Date.

(8) Consists of (i) 3,389 shares of our common stock issuable upon exercise of stock options that are exercisable

within 60 days of the Determination Date.

(9) Consists of (i) 1,389 shares of our common stock issuable upon exercise of stock options that are exercisable

within 60 days of the Determination Date.

(10) Consists of (i) 59,896 shares of our common stock issuable upon exercise of stock options that are exercisable

within 60 days of the Determination Date.

(11) Consists of (i) 2,019,249 shares of our common stock that are either owned

or beneficially owned by our directors and officers as discussed above and (iii) an aggregate of 290,840 shares of our common stock issuable

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

Labrucherie and (ii) 21,249 shares of our common stock issuable upon exercise of stock options that are exercisable within 60 days of the Determination Date.

Consists of (i) 17,388 shares of our common stock issuable upon exercise of stock options that are exercisable within 60 days of the Determination Date.

Consists of (i) 32,693 shares of our common stock and (ii) 15,833 shares of our common stock issuable upon exercise of stock options that are exercisable within 60 days of the Determination Date.

Consists of (i) 15,833 shares of our common stock issuable upon exercise of stock options that are exercisable within 60 days of the Determination Date.

Consists of (i) 22,552 shares of our common stock and (ii) 85,312 shares of our common stock issuable upon exercise of stock options that are exercisable within 60 days of the Determination Date

Consists of (i) 6,133,198 shares of our common stock that are either owned or beneficially owned by our directors and officers as discussed above and (iii) an aggregate of 538,253 shares of our common stock issuable upon exercise of stock options that are exercisable within 60 days of the Determination Date.

Less than 1%.

Equity Compensation Plan Information

The following table displays equity compensation plan information as of June 30, 2022:

Shares to be Issued Upon

Exercise of Outstanding Options:

Weighted Average

Exercise Price

Equity compensation plans approved by security holders:

2015 Non-Qualified Stock Option Plan

February 23, 2020

2016 Non-Qualified Stock Option Plan

October 31, 2021

2021 Equity Incentive Plan

March 31, 2031

Equity compensation plans not approved by security holders:

2019 Non Qualified Stock Option Plan

July 31, 2029

Certain Relationships and Related Transactions and Director Independence.

Review, Approval or Ratification of Transactions with Related Persons

We rely on our Board to review related party transactions

on an ongoing basis to prevent conflicts of interest.

Our Board reviews a transaction in light of the affiliations of the director, officer

or employee and the affiliations of such person’s immediate family.

Transactions are presented to our Board for approval before

they are entered into or, if this is not possible, for ratification after the transaction has occurred.

If our Board finds that a conflict

of interest exists, then it will determine the appropriate remedial action, if any.

Our Board approves or ratifies a transaction if it

determines that the transaction is consistent with the best interests of the Company.

We have not adopted a policy on related party transactions and rely on our Board to review related party transactions on an ongoing basis to prevent conflicts of interest.

Our Board reviews a transaction in light of the affiliations of the director, officer or employee and the affiliations of such person’s immediate family.

Transactions are presented to our Board for approval before they are entered into or, if this is not possible, for ratification after the transaction has occurred.

If our Board finds that a conflict of interest exists, then it will determine the appropriate remedial action, if any.

Our Board approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company.

Director Independence

As the Company is listed on the Nasdaq Capital

Market, we have used the definition of “independence”

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

As the Company is listed on the Nasdaq Capital Market, we have used the definition of “independence” of the Nasdaq Stock Market to determine whether our directors are independent.

We have determined that as of June 30, 2022, Mr.

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Kreher were independent directors as defined by Nasdaq Rule 5605(a)(2), and for purposes of Section 16 of the Exchange Act.

Nasdaq Listing Rule 5605(a)(2) provides that an “independent director”

is a person other than an officer or employee of the

Company or any other individual having a relationship which, in the opinion of our Board, would interfere with the exercise of independent

judgment in carrying out the responsibilities of a director.

The Nasdaq listing rules provide that a director

cannot be considered independent if:

Nasdaq Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the Company or any other individual having a relationship which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Nasdaq listing rules provide that a director cannot be considered independent if:

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

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

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

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

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

of the Company;

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

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

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

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

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

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

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

the director or a family member of the director accepted any compensation from the Company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);

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

the director or a family member of the director is a partner in, controlling shareholder of, or an executive officer of an entity to which the Company made, or from which the Company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient ’ s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the Company served on the compensation committee of such other entity;

the director or a family member of the director is a current partner of the Company ’ s outside auditor, or at any time during the past three years was a partner or employee of the Company ’ s outside auditor, and who worked on the Company ’ s audit.

Presented below is a summary of transactions with related parties for the fiscal years ended June 30, 2022 and 2021:

Licensing Agreement

On September 15, 2020, we entered into an exclusive license agreement with Handok (the “Handok License”) for the territory of the Republic of Korea.

The Handok License relates to pharmaceutical products in final dosage form containing the pharmaceutical compounds developed or to be developed by us, including those related to RZ358 and RZ402.

The Handok License is in effect for a period of 20 years after the first commercial sale of each product and requires (i) milestone payments of $0.5 million upon approval of a New Drug Application (“NDA”) for each product in the territory, and (ii) we

will sell products ordered by Handok at a transfer price equal to 70% of the net selling price of the products.

To date, no milestone payments have been earned by us.

Investors in Registered Direct Offerings

In connection with the 2021 RDO, Handok, an entity affiliated with a member of the Board of Directors, purchased 769,231 shares of our common stock at a purchase price of $6.50 per share, whereby we received gross proceeds of $5.0 million.

In connection with the 2022 RDO, certain officers and directors of the Company purchased 111,840 shares of common stock at $3.80 per share for a total of $0.4 million.

Principal Accounting Fees and Services.

Principal Accounting Fees and Services

The aggregate fees billed by Plante & Moran,

PLLC for professional services rendered to us for the years ended June 30, 2021 and 2020 are set forth in the table below.

The aggregate fees billed by Plante & Moran, PLLC for professional services rendered to us for the years ended June 30, 2022 and 2021 are set forth in the table below.

Audit fees (1)

(1) Audit fees represent amounts billed for professional services rendered for

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

and reviews of any other SEC filings.

Audit fees represent amounts billed for professional services rendered for the audit of our annual financial statements, the reviews of the financial statements included in our quarterly reports on Form 10-Q, and reviews of any other SEC filings.

Tax fees consist of fees billed for professional services for tax compliance, tax planning and tax advice.

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Pre-Approval Policy

Our Audit Committee, or the entire Board of Directors,

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

All services provided by of

our independent registered public accounting firm for the fiscal years ended June 30, 2021 and 2020 were pre-approved by the Audit Committee

or the Board of Directors.

Our Audit Committee endeavors to approve in advance all services provided by our independent registered public accounting firm.

All services provided by of our independent registered public accounting firm for the fiscal years ended June 30, 2022 and 2021 were pre-approved by the Audit Committee.

Exhibit and Financial Statement Schedules.

(a)(1) Financial Statements

Reference is made to Item

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

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

(a)(2) Financial Statement Schedules

All financial statement

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

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

All financial statement schedules are omitted because they are not applicable, or the amounts are immaterial, not required, or the required information is presented in the financial statements and notes thereto included in Item 8 of Part II of this Report.

(a)(3) Exhibits

Certain of the agreements

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

the benefit of the parties to the agreement.

Certain of the agreements filed as exhibits to this Report contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement.

These representations and warranties:

may have been qualified by disclosures that were made to the other parties in connection with the negotiation

of the agreements, which disclosures are not necessarily reflected in the agreements;

● may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements;

● may apply standards of materiality that differ from those of a reasonable investor;

were made only as of specified dates contained in the agreements and are subject to subsequent developments

and changed circumstances.

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

these representations and warranties were made or at any other time.

● were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time.

Investors should not rely on them as statements of fact.

The following exhibits of Rezolute, Inc.

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

of this Report.

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

which the exhibit was included.

Equity Distribution Agreement, dated December 18, 2020, by and between Rezolute, Inc.

and Oppenheimer & Co.

(incorporated by reference to Exhibit 1.2 of the Registration Statement on Form S-3 filed on December 18, 2020)

are filed or incorporated by reference as part of this Report.

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

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 filing on May 4, 2022)

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

(incorporated by reference to Exhibit 1.1 of the Company's Form 8-K filing on October 13, 2021)

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

and Rezolute Nevada Merger Corporation (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K filing on June 21, 2021)

Delaware Certificate of Merger, effective as of June 18, 2021 (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filing on June 21, 2021)

Nevada Articles of Merger, effective as of June 18, 2021 (incorporated by reference to Exhibit 3.2 of the Company’s Form 8-K filing on June 21, 2021)

Amended and Restated Articles of Incorporation of Rezolute Nevada Merger Corporation (incorporated by reference to Exhibit 3.3 of the Company’s Form 8-K filing on June 21, 2021)

Amended and Restated Bylaws of Rezolute Nevada Merger Corporation*

Form of Financing Warrant

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

of Common Stock Purchase Warrant by and between the Company and the Investor identified therein ( incorporated by reference to

Exhibit 4.1 the Company’s 8-K filing on October 13, 2020 )

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

Form 8-K filing on February 24, 2015)

Second Amended and Restated

Employment Agreement with Sankaram Mantripragada, dated February 23, 2015 (incorporated by reference to the Company’s Form

8-K filing on February 24, 2015)

2014 Stock and Incentive Plan (incorporated by reference to Appendix B to the Company’s Definitive Information Statement

on Schedule 14C filed on April 10, 2014)

and Rezolute Nevada Merger Corporation (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K filing on June 21, 2021)

Delaware Certificate of Merger, effective as of June 18, 2021 (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filing on June 21, 2021)

Nevada Articles of Merger, effective as of June 18, 2021 (incorporated by reference to Exhibit 3.3 of the Company’s Form 8-K filing on June 21, 2021)

Amended and Restated Articles of Incorporation of Rezolute Nevada Merger Corporation (incorporated by reference to Exhibit 3.3 of the Company’s Form 8-K filing on June 21, 2021)

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 filing on June 17, 2022)

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

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

Form of Common Stock Purchase Warrant by and between the Company and the Investor identified therein ( incorporated by reference to Exhibit 4.1 the Company’s 8-K filing on October 13, 2020 )

Form of Pre-Funded Warrant to Purchase Common Stock ( Incorporated by reference to Exhibit 4.1 of the Company’s 8-K filing on October 13, 2021 )

Form of Class A Pre-Funded Warrant ( incorporated by reference to Exhibit 4.1 of the Company’s 8-K filing on May 4, 2022 )

Form of Class B Pre-Funded Warrant ( incorporated by reference to Exhibit 4.2 of the Company’s 8-K filing on May 4, 2022 )

Second Amended and Restated Employment Agreement with Nevan Elam, dated February 23, 2015 (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filing on February 24, 2015)

AntriaBio, Inc.

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

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

AntriaBio, Inc.

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

2015 Non Qualified Stock Option Plan (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K filing on February 24, 2015)

AntriaBio, Inc.

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

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

2016 Non Qualified Stock Option Plan (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filing on November 4, 2016)

AntriaBio, Inc.

2016 Non Qualified Stock Option Plan, as Amended (incorporated by reference to Exhibit 10.25 of the Company’s Form 10-K on September 21, 2017)

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

Rezolute, Inc.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 4.2 of the Registration Statement on Form S-8 filed on July 28, 2021)

Development and License Agreement with ActiveSite Pharmaceuticals, Inc.

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

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

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

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

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

(incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filing on August 7, 2017)

License Agreement with XOMA (US) LLC (incorporated by reference to Exhibit 10.1 of the Company’s 10-Q filing on February 14, 2018)

Amendment No.

2 unchanged sentences

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

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

and Handok, Inc.

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

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

Employment Agreement between Keith Vendola and the Company dated July 31, 2019 (incorporated by reference to the Company's Form 8-K filing on August 6, 2019)

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

Master Services Agreement with Genexine, Inc.

and Handok, Inc., effective as of July 1, 2019 (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filing on November 14, 2019)

Amendment No.

3 to the License Agreement with Xoma (US) LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filing on May 14, 2020)

3 to the License Agreement with XOMA (US) LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filing on May 14, 2020)

License Agreement with Handok, Inc.

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

Securities Purchase Agreement, dated as of October 8, 2020, by and between Rezolute.

and the investors identified therein ( incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filing 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 filing on October 13, 2020 )

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 filing on May 17,

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 filing on May 17,

Rezolute, Inc.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 4.2 of the Registration Statement on Form S-8 filed on July 28, 2021)

entered into on September 15, 2020 (incorporated by reference to Exhibit 10.21 of the Company’s Form 10-K filing 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 filing 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 filing 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 filing 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 filing 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 filing on May 4, 2022 )

Form of Amended and Restated Securities Purchase Agreement, dated as of July 22, 2022*

Amended and Restated Rezolute, Inc.

2021 Equity Incentive Plan*

Listing of Subsidiaries *

2 unchanged sentences

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

XBRL Instance Document*

XBRL Taxonomy Extension Schema*

XBRL Taxonomy Extension Calculation Linkbase*

XBRL Taxonomy Extension Definition Linkbase*

XBRL Taxonomy Extension Label Linkbase*

XBRL Taxonomy Extension Presentation Linkbase*

Inline XBRL Instance Document*

Inline XBRL Taxonomy Extension Schema*

Inline XBRL Taxonomy Extension Calculation Linkbase*

Inline XBRL Taxonomy Extension Definition Linkbase*

Inline XBRL Taxonomy Extension Label Linkbase*

Inline XBRL Taxonomy Extension Presentation Linkbase*

Cover Page Interactive Data File, formatted in Inline XBRL (included as Exhibit 101)

* Filed herewith.

2 unchanged sentences

Not applicable

Pursuant to the requirements of Section 13 or

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

thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

REZOLUTE, INC.

September 15, 2022

/s/ Nevan Elam

Chief Executive Officer and Director

(Principal Executive & Financial Officer)

Pursuant to the requirements of the Securities

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

on the dates indicated.

/s/ Nevan Charles Elam

Nevan Charles Elam

Acting Chairman of the Board of Directors and Chief Executive Officer

(Principal Executive and Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

September 15, 2022

/s/ Nevan Elam

Chief Executive Officer and Director

(Principal Executive & Financial Officer)

/s/ Nevan Charles Elam

Nevan Charles Elam

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

September 15, 2022

1 unchanged sentence

Young-Jin Kim

Chairman of the Board of Directors

September 15, 2022

11 unchanged sentences

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