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Item 9A. Controls and Procedures

2024-09-19 compared with 2023-09-14 · 59 added, 474 removed, 136 unchanged (80% of the section changed)

3 unchanged sentences

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 whereby our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report.

Based upon this evaluation, our Chief Executive Officer concluded that 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

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Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2024.

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

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

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

Based on that assessment under those criteria, our management has determined that, as of June 30, 2024, our internal control over financial reporting was effective.

Changes in 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.

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

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

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.

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

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

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

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

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

generally accepted accounting principles.

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

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

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

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

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Other Information.

Not applicable.

E x e c utive Compensation Matters

Daron Evans Employment Agreement

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

Daron Evans (the “Employment Agreement”).

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

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

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

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

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

(the “Accrued Obligations”).

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

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

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

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

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

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

Evans and the Company including the Offer Letter.

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

The Employment Agreement is attached hereto as Exhibit 10.4.

Other Executive Compensation matters

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

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

The Compensation Committee will grant Mr.

Evans the Options following the Company’s blackout period.

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

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

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance.

The following table sets forth certain information as of June 30, 2023 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

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

January 31, 2013

Gil Labrucherie

November 20, 2019

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

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 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.

Earlier in his career, Mr.

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

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.

We believe that Mr.

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

Gil Labrucherie.

Labrucherie serves as a member of our Board.

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.

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 received his J.D.

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.

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.

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 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.

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 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.

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.

We believe Dr.

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 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.

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.

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 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.

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.

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.

Brian Roberts, M.D .

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 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., 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 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

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 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 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

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 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, 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.

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

In addition, the Board determined that Mr.

Labrucherie and Dr.

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

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

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

Labrucherie, Mr.

Fauchet and Dr.

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.

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.

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 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 two meetings during the fiscal year ended June 30, 2023

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

Hogenhuis, Mr.

Labrucherie, Mr.

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.

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 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 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

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.

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, 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.

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

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, 2023 and the next most highly compensated executive officer who was serving as an executive officer as of June 30, 2023.

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

Roberts, (our “Named Executive Officers”) during the fiscal years ended June 30, 2023 and 2022:

Name and Position

Nevan Charles Elam

Chief Executive Officer

Brian Roberts, M.D.

Chief Medical Officer

(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, 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.

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.

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.

(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 9 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 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.

(8) 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.

Narrative Disclosure to Summary Compensation Table

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

Nevan Charles Elam

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.

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, 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.

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 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 our 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 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.

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

As of June 30, 2023, 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, 2023:

Number of Securities Underlying

Unexercised Options

Unexercisable

Nevan Charles Elam

Total for Mr.

Brian Roberts, M.D.

Total for Dr.

(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

As of June 30, 2023, there were no shares acquired upon the exercise of stock options for any of our Named Executive Officers.

Director 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 the fiscal year ended June 30, 2023:

Committee Appointments

Director Name

and Governance

Committee Members as of June 30, 2023:

Gil Labrucherie

Nerissa Kreher

Philippe Fauchet

Wladimir Hogenhuis

Young-Jin Kim

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 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.

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

Nerissa Kreher

Philippe Fauchet

Wladimir Hogenhuis

Young-Jin Kim

(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:

Shares Underlying

Options Outstanding

Gil Labrucherie

Nerissa Kreher

Philippe Fauchet

Wladimir Hogenhuis

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, 2023 (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 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.

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., 275 Shoreline Drive, Suite 500, Redwood City, California 94065.

Name of Beneficial Owner

Position with Company

Stockholders in excess of 5%

Entities associated with Federated Hermes, Inc.

First Manhattan Co.

Stonepine Capital, L.P.

Directors and Executive Officers:

Nevan Charles Elam

Chief Executive Officer,

Acting Chair of the Board of Directors

Gil Labrucherie

Nerissa Kreher

Philippe Fauchet

Wladimir Hogenhuis

Young-Jin Kim

Brian Roberts

Chief Medical Officer

Directors and executive officers as a group (7 people)

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 2,604,053 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.

(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, Ann C.

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.

is 4000 Ericsson Drive, Warrendale, PA 15086.

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.

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.

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.

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.

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

and (iii) 18,888 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) 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) 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.

Less than 1%.

Equity Compensation Plan Information

The following table displays equity compensation plan information as of June 30, 2023:

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

2022 Employee Stock Purchase Plan

Equity compensation plans not approved by security holders:

2019 Non Qualified Stock Option Plan

July 31, 2029

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

Certain Relationships and Related Transactions and Director Independence.

Review, Approval or Ratification of Transactions with Related Persons

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.

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.

We have determined that as of June 30, 2023, Mr.

Labrucherie, Mr.

Hogenhuis and Dr.

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:

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 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, 2023 and 2022:

Licensing Agreement

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.

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 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.

The aggregate fees billed by Plante & Moran, PLLC for professional services rendered to us for the years ended June 30, 2023 and 2022 are set forth in the table below.

Audit fees (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.

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

These services include assistance regarding federal and state tax compliance.

Pre-Approval Policy

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

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.

14 unchanged sentences

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

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

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

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 filed on October 13, 2021)

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)

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

8 unchanged sentences

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

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

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

AntriaBio, Inc.

11 unchanged sentences

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)

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

Development and License Agreement with ActiveSite Pharmaceuticals, Inc.

16 unchanged sentences

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

Open Market Sale Agreement by and between Rezolute, Inc.

and Jefferies, LLC ( incorporated by reference to Exhibit 1.2 of the Registration Statement on Form S-3 filed on November 14, 2023 )

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

3 unchanged sentences

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 )

Form of Exchange Warrant ( incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed on March 14, 2024 )

Form of Securities Exchange Agreement ( incorporated by reference to Exhibit 4.2 of the Company’s Form 8-k filed on March 14, 2024 )

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

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

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

Rezolute, Inc.

1 unchanged sentence

Listing of Subsidiaries *

Consent of Grant Thornton, LLP*

Consent of Plante & Moran, PLLC*

1 unchanged sentence

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

Clawback Policy*

Inline XBRL Instance Document*

37 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