What changed in this filing

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Item 9A. Controls and Procedures

2023-09-14 compared with 2022-09-15 · 250 added, 241 removed, 360 unchanged (58% of the section changed)

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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.

Based upon this evaluation, our chief executive officer concluded that whereby our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report.

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;

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.

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

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

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

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

Based on that assessment under those criteria, our management has determined that, as of June 30, 2023, our internal control over financial reporting was effective.

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.

Prior to the fiscal year ended June 30, 2023, we had identified a material weakness in the system of internal control that related to an inadequate segregation of duties.

This material weakness previously identified by our management was that due to our limited number of employees, we had not adequately segregated certain duties to prevent employees from overriding the internal control system.

Over the past two fiscal years, we hired additional personnel which enabled us to better segregate many functions and we implemented more robust accounting software in order to facilitate stronger controls and further enable the segregation of duties.

Additionally, we engaged an internal control specialist to improve the documentation of our control processes and to provide process improvements.

As a result of these critical steps in our remediation efforts, we concluded that this material weakness in our internal control over financial reporting had been successfully remediated as of June 30, 2023.

Attestation Report of Independent Registered Public Accounting Firm

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Nevan Charles Elam

Acting Chairman of the Board of Directors and Chief Executive Officer

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

January 31, 2013

Young-Jin Kim

February 10, 2019

Gil Labrucherie

November 20, 2019

Philippe Fauchet

September 10, 2020

Nerissa Kreher, M.D.

March 2, 2021

Philippe Fauchet

September 10, 2020

Wladimir Hogenhuis, M.D.

March 2, 2021

Young-Jin Kim

February 10, 2019

Brian Roberts, M.D.

Chief Medical Officer

October 23, 2020

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

Nevan Charles Elam.

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 has served as our Chief Executive Officer since January 2013 and currently serves as our Principal Financial Officer.

Elam is also serving as our Acting Chair 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.

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

He serves as Director of Savara, Inc.

He serves as Director of Peak Bio, Inc.

and Savara, Inc.

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

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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.

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.

He brings more than 25 years of senior leadership experience in finance, legal and corporate development to the Board.

Since August 2023, he is currently serving as the Chief Financial Officer of Acelyrin, Inc., a public late-stage clinical stage biotechnology company focused on auto-immune conditions, and also is the sole trustee and executive in charge of the Bloom Trust, a closely held family office with commercial real estate assets and operations.

He served as Chief Financial Officer of Acelyrin, Inc., from July 2022

to November 2022.

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

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.

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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.

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

We believe Mr.

Labrucherie’s experience as the Chief 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 K.K.

from April 2017 to February 2019.

Fauchet joined GlaxoSmithKline K.K.

as President & Representative Director in 2010.

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

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.).

from University of California Berkeley 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 CFA charter holder, a member of the State Bar of California, and a Certified Management Accountant.

We believe Mr.

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

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

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

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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.

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 K.K.

from April 2017 to February 2019.

Fauchet joined GlaxoSmithKline K.K.

as President & Representative Director in 2010.

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

Fauchet is an external director on the board of three Japanese biotech companies and a consultant for various life sciences 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 as a director, consultant, and advisor qualifies him to serve on the Board.

Wladimir Hogenhuis, M.D., MBA.

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

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

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GSK), from December 2012 to September 2018.

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.

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.

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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.

Young-Jin Kim.

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

Kim is Chairman & CEO of Handok Inc.

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

Kim also serves 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.

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.

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.

Roberts joined us in 2015 and has been serving as our Chief Medical Officer since June 1, 2022.

Previously, Dr.

Roberts served as Head of Clinical Development as consultant until 2017, followed by his employment as Vice President until October 23, 2020, when he was subsequently promoted to Senior Vice President of Clinical Development.

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.

Roberts directed clinical development at Fibrogen, Inc.

from 2012 to 2017, where he led the successful launch and execution of the global Phase 3 program and out-licensing pharmaceutical partnership for Roxadustat, 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.

During his tenure, Fibrogen achieved the largest biotech IPO in the previous 10 years.

From 2007 until 2012, Dr.

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

Roberts held clinical development positions of increasing responsibility at Metabolex, Inc., where he developed novel therapies for metabolic diseases such as diabetes, dyslipidemia, NASH, and gout.

His program and clinical leadership from IND through clinical proof-of-concept helped secure a global licensing and co-development agreement with a major pharmaceutical partner for a novel diabetes therapy.

He is an inventor or author on more than 25 patents and publications in the fields of Endocrinology and Metabolism.

Roberts received his B.S.

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

Magna Cum Laude from Georgetown University.

in biochemistry from the University of California, San Diego and his medical degree Magna Cum Laude from Georgetown University.

He completed residency in Internal Medicine and fellowship in Endocrinology at Stanford University, where he also attends Endocrinology clinic and mentors trainees in his capacity as Adjunct Associate Professor in the Division of Endocrinology.

Family Relationships

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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.

The code is available on our website, www.rezolutebio.com , under the “Investors” tab, which was amended and restated on May 30, 2023.

We intend to disclose future amendments to, or waivers from, certain provisions of our code of ethics, if any, either in (i) a Current Report on Form 8-K or (ii) on the above website within four business days following the date of such amendment or waiver.

Committees of the Board of Directors

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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.

The functions performed by our Audit Committee consist of selection of the firm of independent registered public accountants to be retained by us, 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 chair of the audit committee and along with Mr.

Fauchet and Dr.

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In addition, the Board determined that Mr.

Gil Labrucherie and Dr.

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 by independent directors that serve as members of our Audit Committee.

Our Audit Committee held four meetings during the fiscal year ended June 30, 2023.

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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 members of our Audit Committee as discussed under the caption Non-Employee Director Compensation below .

Compensation Committee

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

Hogenhuis serves as chair of the compensation committee.

Labrucherie, Mr.

Hogenhuis and Dr.

Fauchet, and Dr.

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.

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

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

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

The Compensation Committee may from time to time utilize the services of a compensation consultants and utilize 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.

Our Compensation Committee held two meetings during the fiscal year ended June 30, 2023

For the fiscal year ended June 30, 2023, Dr.

Hogenhuis, 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.

Fauchet, and Dr.

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

Nominating and Governance Committee

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.

Kreher serves as chair, while Mr.

Labrucherie, Mr.

Hogenhuis and Dr.

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

The Nominating and Governance Committee is responsible for nominating and corporate governance committee is responsible for making recommendations to our Board regarding candidates for directorships and the size and composition of our Board.

In addition, the nominating and corporate governance committee is responsible for overseeing our corporate governance policies and reporting and making recommendations to our Board concerning governance matters.

Stockholders who wish to recommend nominees for consideration by the Nominating and Governance Committee must deliver their nominations in writing to our Corporate Secretary.

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 may consider such stockholder recommendations when it evaluates and recommends nominees to the Board 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.

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

For the fiscal year ended June 30, 2023, Dr.

Labrucherie, Mr.

Fauchet, and Dr.

Hogenhuis received additional compensation for their service as members of our Nominating and Governance Committee as discussed under the caption Non-Employee Director Compensation below.

Scientific Advisory Board

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Bhisitkul, M.D., PH.D.

and Jerrold Olefsky, M.D .

Section 16(a) Beneficial Ownership Reporting Compliance

Alvin Schmaier, M.D ., and Jerrold Olefsky, M.D .

Delinquent Section 16(a) Reports

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.

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, 2023, all filing requirements applicable to its executive officers, directors and ten percent beneficial owners were complied with except that (i) Handok failed to file a Form 4 for 3,157,895 shares of common stock purchased in July 2022 and (ii) Young-Jin Kim failed to file a Form 4 for 78,947 shares of common stock purchased in July 2022.

Executive Compensation.

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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.

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

Elam’s base salary 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.

Elam’s base salary was increased to $525,000, with an effective date of January 1, 2022, and subsequently increased on January 3, 2023, to $543,375.

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

(2) Pursuant to the employment agreement discussed below, on February 15, 2021, Dr.

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

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

Subsequently on January 3, 2023, Dr.

Roberts base salary was increased to $465,750.

(3) On January 8, 2022, the Board of Directors approved bonus payments for calendar year 2022 services in the amounts shown in the table.

In February 2023, these cash bonus payments were paid to each executive officer.

As of June 30, 2023, the Company estimated approximately 31% of target bonus amounts had been met for the 2023 calendar performance year and included in this table.

Cash payments for 2023 bonuses will be subject to Board of Director approval in early 2024.

(4) 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 and Dr.

Roberts for approximately $104,000.

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

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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.

(6) Amount consists of 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 $26,796, health club fees of $3,300, and matching contributions under our 401(k) Plan of $13,200.

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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.

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

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.

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.

Effective February 15, 2021, we entered into an employment agreement with Nevan Charles Elam to serve as our Chief Executive Officer.

The employment agreement requires Mr.

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

In the event that we terminate Mr.

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

The terms of this agreement provided that Mr.

Elam was entitled to receive an annual base salary of $505,000 plus a calendar year target bonus up to 60% of his annual base salary based on achievement of performance criteria set forth by the Board of Directors.

Effective January 1, 2022 and January 3, 2023, the Board of Directors approved an increase in Mr.

Elam’s base salary to $525,000 and $543,375, respectively.

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.

On January 8, 2023, we entered into an amended and restated employment agreement with Mr.

Elam that provides in the event we terminate Mr.

Elam’s employment outside of a change in control event 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.

The aggregate severance benefit is payable over a period of twelve months, 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 18-month period following the termination of employment without cause or for Good Reason.

All of the vested shares will have an exercise period of twelve months following the termination date under these circumstances.

Furthermore, if Mr.

Elam is terminated without cause within 12 months of a Change of Control or if Mr.

Elam terminates employment for Good Reason within 12 months following a Change of Control, in addition to the benefits noted above, (i) all Stock Options that are subject to vesting shall have the vesting accelerate and become fully vested, (ii) any shares of capital stock of the Company that are subject to a right of repurchase shall have such right of repurchase lapse and (iii) units then held by Mr.

Elam pursuant to a restricted stock unit plan shall immediately vest and become exercisable.

Elam’s equity in the Company that has vested upon such termination shall have an exercise period of 12 months following Mr.

Elam’s termination of Employment without Cause or for Good Reason within 12 months following a Change of Control.

The terms “Cause”, “Change of Control” and “Good Reason” are defined in the employment agreement.

Brian Roberts, M.D.

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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.

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

On October 23, 2020, Dr.

Roberts was appointed Senior Vice President, Clinical Development.

Roberts was appointed our Senior Vice President, Clinical Development.

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

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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.

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

Effective January 3, 2023, The Board of Directors approved an increase in Dr.

Roberts annual salary to $465,750.

The employment agreement requires Mr.

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

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.

On January 8, 2023, we entered into an amended and restated employment agreement with Dr.

Roberts that provides in the event that we terminate Dr.

Roberts’ employment outside of a change of control event without “Cause” or if Dr.

Roberts resigns for “Good Reason”, we are required to pay all of his equity in the Company that is subject to vesting conditions will have accelerated vesting for 12 months and will also have an exercise period of 6 months following the occurrence of the termination event.

In addition, upon the occurrence of a termination event other than a change of control and without cause, Mr.

Roberts will be entitled to, (i) a severance payment equal to 12 months of salary, (ii) a pro-rata bonus payment equal to the pro-rata bonus amount earned as of the date of the termination event and (iii) continuation of certain other benefits such as medical and dental insurance for 12 months .

Roberts is terminated related to a change of control event, all of his equity in the Company that is subject to vesting conditions will have accelerated vesting with an exercise period of 6 months following the occurrence of the termination

In addition, upon the occurrence of a termination event related to a change of control, Mr.

Roberts will be entitled to, (i) a severance payment equal to 18 months of salary, (ii) a pro-rata bonus payment equal to the pro-rata bonus amount earned as of the date of the termination event and (iii) continuation of certain other benefits such as medical and dental insurance for 18 months.

The terms “Cause”, “Change of Control” and “Good Reason” are defined in the employment agreement.

Outstanding Equity Awards

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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.

(1) These stock options vest in equal monthly installments over 36 months beginning on July 1, 2021, subject to the executive’s continued service through each vesting date.

(2) These stock options vested for 25% of the shares underlying the options on the grant date and the remaining shares underlying the options become exercisable in equal monthly installments over the remaining 36 months following the grant date, subject to the executive’s continued service through each vesting date.

(3) These stock options vest over a four-year period whereby 25% of the shares underlying the options became exercisable on the first anniversary of the grant date, and the options for the remaining shares 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

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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.

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, 2023:

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Gil Labrucherie

Nerissa Kreher

Philippe Fauchet

Wladimir Hogenhuis

Nerissa Kreher

Young-Jin Kim

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

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

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

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

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

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

Director Compensation Table

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.

Nevan Charles Elam has served as our Chief Executive Officer and a member of our Board of Directors since January 2013.

In addition, Mr.

Elam has served as Acting Chair of the Board of Directors, since May 2022.

Elam does not receive any additional compensation for serving as a director or as our Acting Chair and therefore has been excluded from the following 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:

The following table provides information related to the compensation of the remaining individuals that served as a members of our Board of Directors during the fiscal year ended June 30, 2023:

Gil Labrucherie

Phillipe Fauchet

Wladimir Hogenhuis

Nerissa Kreher

Philippe Fauchet

Wladimir Hogenhuis

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.

(1) Consists of $45,000 for serving as a member of the Board of Directors, $10,000 for serving as Chair of the Audit Committee, $7,000 for serving as a member of the Compensation Committee and $7,000 for serving as a member of the Nominating and Governance Committee.

(2) Consists of $45,000 for serving as a member of the Board of Directors, $10,000 for serving as Chair of the Nominating and Governance Committee and $7,000 for serving as a member of the Compensation Committee.

(3) Consists of $45,000 for serving as a member of the Board of Directors, $7,000 for serving as a member of the Compensation Committee, $7,000 for serving as a member of the Audit Committee and $7,000 for serving as a member of the Nominating and Governance Committee.

(4) Consists of $45,000 for serving as a member of the Board of Directors, $7,000 for serving as Chair of the Compensation Committee, $7,000 for serving as a member of the Audit Committee and $7,000 for serving as a member of the Nominating and Governance Committee.

(5) Consist of $33,750 for serving as a member of the Board of Directors.

(6) No stock options were granted to members of the Board of Directors during the fiscal year ended June 30, 2023.

The aggregate number of outstanding options held by our non-employee directors as of June 30, 2023 was as follows:

2 unchanged sentences

Gil Labrucherie

Nerissa Kreher

Philippe Fauchet

Wladimir Hogenhuis

Nerissa Kreher

Young-Jin Kim

2 unchanged sentences

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.

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

Certain shareholders have voluntarily placed ownership blocker restrictions that prevent exercise of their pre-funded warrants and other warrants for a 60-day period.

Accordingly, such pre-funded warrants and other warrants with ownership blocker restrictions are not considered to be beneficially owned by those shareholders because the underlying shares does not have voting and dispositive rights within 60 days after the Determination date.

Shares that are subject to beneficial ownership through the exercise of pre-funded warrants, other warrants and stock options 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.

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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.

Unless otherwise indicated, the address of our directors and executive officers is c/o Rezolute, Inc., 275 Shoreline Drive, Suite 500, Redwood City, California 94065.

Name of Beneficial Owner

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Entities associated with Federated Hermes, Inc.

First Manhattan Co.

Stonepine Capital, L.P.

Genexine, Inc.

Directors and Executive Officers:

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Chief Executive Officer,

Acting Chairman of the Board of Directors

Young-Jin Kim

Acting Chair of the Board of Directors

Gil Labrucherie

Nerissa Kreher

Philippe Fauchet

Wladimir Hogenhuis

Nerissa Kreher

Young-Jin Kim

Brian Roberts

2 unchanged sentences

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 817,000 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.

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 2,604,053 shares currently issuable upon the exercise of Class B pre-funded warrants at $0.001 per share 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.

1 unchanged sentence

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, Ann C.

Donahue and J.

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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.

Based on Schedule 13F-HR filed with the SEC on August 14, 2023 and the Company’s knowledge of shares purchased in the Company’s May 2022 offering.

This number may have changed subsequent to June 30, 2023.

First Manhattan Co.

has sole voting and investment power of the shares.

The address of the filer is 399 Park Avenue, New York, New York 10022.

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 11, 2023, reporting holdings as of June 30, 2023, and this number may have changed

subsequent to June 30, 2023.

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

3 unchanged sentences

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) 1,368,749 shares of our common stock issuable upon exercise of stock options that are exercisable within 60 days of the Determination Date.

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

Labrucherie and (ii) 49,804 shares of our common stock issuable upon exercise of stock options that are exercisable within 60 days of the Determination Date.

Consists of (i) 45,832 shares of our common stock issuable upon exercise of stock options that are exercisable within 60 days of the Determination Date.

Consists of (i) 47,388 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) 45,832 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.

3 unchanged sentences

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) 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) 27,552 shares of our common stock and (ii) 337,395 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) 6,138,198 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 1,938,888 shares of our common stock issuable upon exercise of stock options that are exercisable within 60 days of the Determination Date.

13 unchanged sentences

March 31, 2031

2022 Employee Stock Purchase Plan

Equity compensation plans not approved by security holders:

3 unchanged sentences

Review, Approval or Ratification of Transactions with Related Persons

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.

We rely on our Audit Committee to review related party transactions on an ongoing basis to prevent conflicts of interest.

Our Audit Committee 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.

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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.

On September 15, 2020, we entered into an exclusive license agreement (the “Handok License”) with Handok, Inc.

(“Handok”) for the territory of the Republic of Korea.

Young-Jin Kim is the CEO and Chairman of Handok and has served as a member of our Board since February 2019.

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.

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

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.

In connection with the 2021 RDO, Handok 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, whereby we received gross proceeds of $0.4 million.

In connection with a Private Placement in July 2022, Handok and Young-Jin Kim purchased 3,157,895 and 78,947 shares, respectively, of common stock at $3.80 per share.

The aggregate gross proceeds from these transactions amounted to $12.3 million.

Principal Accounting Fees and Services.

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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.

All services provided by our independent registered public accounting firm for the fiscal years ended June 30, 2023 and 2022 were pre-approved by the Audit Committee.

Exhibit and Financial Statement Schedules.

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

Underwriting Agreement, dated as of 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)

(incorporated by reference to Exhibit 1.1 of the Company's Form 8-K filed 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 3.3 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.

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 filed 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 filed 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 filed 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 filed 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 filed 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 filed on September 15, 2021 )

Description of Securities*

Amended and Restated Employment Agreement of Nevan Elam, dated January 8, 2023 (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed on May 11, 2023)

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

AntriaBio, Inc.

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)

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

AntriaBio, Inc.

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)

2016 Non Qualified Stock Option Plan (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed 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)

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

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)

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 filed on April 5, 2019 )

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

Rezolute, Inc.

Amended and Restated 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.23 of the Company’s Form 10-K filed on September 15, 2022)

Rezolute, Inc.

2022 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 4.2 of the Registration Statement on Form S-8 filed on November 7, 2022)

Development and License Agreement with ActiveSite Pharmaceuticals, Inc.

(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)

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

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

Amendment No.

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

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

Amendment No.

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

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)

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

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 )

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*

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

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

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

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

Form of Financing Warrant (incorporated by reference to Exhibit 4.1 of the Company's Form 8-K filed 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 Form 8-K filed on October 13, 2020 )

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

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

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

Rezolute, Inc.

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

Listing of Subsidiaries *

18 unchanged sentences

Nevan Charles Elam

Acting Chairman of the Board of Directors and Chief Executive Officer

Acting Chair of the Board of Directors and Chief Executive Officer

(Principal Executive and Financial Officer)

3 unchanged sentences

Nevan Charles Elam

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

September 15, 2022

/s/ Young-Jin Kim

Young-Jin Kim

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

September 14, 2023

2 unchanged sentences

September 14, 2023

/s/ Nerissa Kreher

Nerissa Kreher

September 14, 2023

/s/ Philippe Fauchet

1 unchanged sentence

September 14, 2023

/s/ Nerissa Kreher

Nerissa Kreher

/s/ Young-Jin Kim

Young-Jin Kim

September 14, 2023

2 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