Rezolute, Inc.
For the period ended Jun 30, 2026. Filed Sep 24, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2026 · Filed Sep 24, 2026
RZLT$4.02+3.9%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements
Reference is made to Item 8 of Part II for the Company’s consolidated financial statements filed as part of this Annual Report.
(a)(2) Financial Statement Schedules
All financial statement schedules are omitted because they are not applicable, or the amounts are immaterial, not required, or the required information is presented in the financial statements and notes thereto included in Item 8 of Part II of this Annual Report.
(a)(3) Exhibits
Certain of the agreements filed as exhibits to this Annual Report contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations and warranties:
| ● | may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements; |
| ● | may apply standards of materiality that differ from those of a reasonable investor; and |
| ● | were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances. |
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact.
The following exhibits of Rezolute, Inc. are filed or incorporated by reference as part of this Annual Report. For exhibits that are incorporated by reference, we have indicated the document previously filed with the SEC in which the exhibit was included.
| ExhibitNo. | | Description |
| | | |
| 1.1 | | Underwriting Agreement, dated as of April 23, 2025, by and between the Company and Guggenheim Securities LLC (incorporated by reference to Exhibit 1.1 of the Company’s Form 8-K filed on April 23, 2025) |
| 1.2 | | 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) |
| 1.3 | | 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) |
| 1.4 | | 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) |
| 2.1 | | 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 filed on June 21, 2021) |
| 3.1 | | 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) |
-76-
| 3.2 | | Nevada Articles of Merger, effective as of June 18, 2021 (incorporated by reference to Exhibit 3.2 of the Company’s Form 8-K filed on June 21, 2021) |
| 3.3 | | 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) |
| 3.4 | | 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) |
| 3.5 | | Certificate of Amendment, as filed with the Secretary of State of the State of Nevada on December 6, 2024 (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on December 10, 2024) |
| 3.6 | | 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) |
| 4.1 | | Description of Securities* |
| 10.1 | | Amendment No. 1 to the Amended and Restated Employment Agreement of Nevan Elam, dated October 17, 2025 (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed on November 6, 2025) |
| 10.2 | | Amendment No. 1 to the Amended and Restated Employment Agreement of Brian Roberts, dated October 17, 2025 (incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q filed on November 6, 2025) |
| 10.3 | | Amendment No. 1 to the Amended and Restated Employment Agreement of Daron Evans, dated October 17, 2025 (incorporated by reference to Exhibit 10.3 of the Company’s Form 10-Q filed on November 6, 2025) |
| 10.4 | | Amendment No. 1 to the Amended and Restated Employment Agreement of Sunil Karnawat, dated October 17, 2025 (incorporated by reference to Exhibit 10.4 of the Company’s Form 10-Q filed on November 6, 2025) |
| 10.5 | | AntriaBio, Inc. 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) |
| 10.6 | | AntriaBio, Inc. 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) |
| 10.7 | | AntriaBio, Inc. 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) |
| 10.8 | | Rezolute, Inc. 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) |
| 10.9 | | 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) |
| 10.10 | | 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) |
| 10.11 | | 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) |
| 10.12 | | 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) |
| 10.13 | | 2021 Incentive Compensation Plan Amendment (incorporated by reference to Appendix A of the Company’s Schedule 14A definitive proxy statement filed on October 21, 2024) |
| 10.14 | | 2021 Incentive Compensation Plan Amendment (incorporated by reference to Appendix A of the Company’s Schedule 14A definitive proxy statement filed on October 7, 2025) |
| 10.15 | | Development and License Agreement with ActiveSite Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on August 7, 2017) |
| 10.16 | | 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) |
| 10.17 | | 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 filed on February 14, 2019) |
-77-
| 10.18 | | 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 filed on February 14, 2019) |
| 10.19 | | 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 filed on May 14, 2020) |
| 10.20 | | 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 filed on October 13, 2020) |
| 10.21 | | Exit Fee Agreement, dated as of April 14, 2021 by and among Rezolute, Inc., SLR Investment Corp, as collateral agent and lender, and the other lenders named therein (incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q filed on May 17, 2021) |
| 10.22 | | 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) |
| 10.23 | | Form of Financing Warrant (incorporated by reference to Exhibit 4.1 of the Company's Form 8-K filed on April 3, 2018) |
| 10.24 | | 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) |
| 10.25 | | 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) |
| 10.26 | | 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) |
| 10.27 | | 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) |
| 10.28 | | Form of Exchange Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed on March 14, 2024) |
| 10.29 | | Form of Securities Exchange Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-k filed on March 14, 2024) |
| 10.30 | | 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 June 14, 2024) |
| 10.31 | | 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 April 23, 2025) |
| 10.32 | | Form of Securities Purchase Agreement, dated June 25, 2024, by and between Rezolute, Inc., and the purchasers identified therein (incorporated by reference to Exhibit 10.36 of the Company’s Form 10-K filed on September 19, 2024) |
| 10.33 | | Registration Rights Agreement, dated June 25, 2024, by and between Rezolute, Inc., and the purchasers identified therein (incorporated by reference to Exhibit 10.37 of the Company’s Form 10-K filed on September 19, 2024) |
| 10.34 | | Form of Securities Purchase Agreement, dated May 23, 2025 by and between Rezolute, Inc., and the purchasers identified therein (incorporated by reference to Exhibit 10.1 of the Registration Statement on Form S-3 filed on July 17, 2025) |
| 10.35 | | Registration Rights Agreement, dated May 23, 2025 by and between Rezolute, Inc., and the purchasers identified therein (incorporated by reference to Exhibit 10.1 of the Registration Statement on Form S-3 filed on July 17, 2025) |
| 10.36 | | Form of Award Agreement for Inducement Award Outside of 2021 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 of the Registration Statement on Form S-8 filed on December 30, 2024) |
| 14.1 | | 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) |
| 19.1 | | Rezolute, Inc. Insider Trading Policy, as amended and restated as of June 10, 2025 (incorporated by reference to Exhibit 19.1 of the Company’s Form 10-K filed on September 17, 2025) |
| 21.1 | | Listing of Subsidiaries* |
| 23.1 | | Consent of Grant Thornton, LLP* |
-78-
| 31.1 | | Certifications of Principal Executive Officer as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
| 31.2 | | Certifications of Principal Financial Officer as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
| 32.1 | | Certifications of Principal Executive Officer as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
| 32.2 | | Certifications of Principal Financial Officer as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
| 97 | | Clawback Policy (incorporated by reference to Exhibit 97 of the Company’s Form 10-K filed on September 19, 2024) |
| 101.INS | | Inline XBRL Instance Document* |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema* |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase* |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase* |
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase* |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase* |
| 104 | | Cover Page Interactive Data File, formatted in Inline XBRL (included as Exhibit 101) |
*Filed herewith.
In accordance with SEC Release 33-8238, Exhibit 32.1 and Exhibit 32.2 are being furnished and not filed.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.