Rezolute, Inc. Files 8-K: Material Agreement, Accountant Change

TL;DR

Rezolute filed an 8-K for a material agreement and auditor change. Big moves happening.

AI Summary

Rezolute, Inc. announced on March 8, 2024, that it entered into a Material Definitive Agreement. The company also reported changes in its certifying accountant and filed financial statements and exhibits. Rezolute, Inc. was formerly known as AntriaBio, Inc. and FITS MY STYLE INC.

Why It Matters

This filing indicates significant corporate actions, including a new material agreement and a change in auditors, which could impact the company's financial reporting and strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements and changes in certifying accountants can signal significant shifts in a company's operations or financial health.

Key Players & Entities

• Rezolute, Inc. (company) — Registrant
• March 8, 2024 (date) — Date of earliest event reported
• AntriaBio, Inc. (company) — Former company name
• FITS MY STYLE INC (company) — Former company name

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share RZLT Nasdaq Capital Market
• $3,000 — kholders an aggregate purchase price of $3,000 for the Retired Shares. Under Nevada la

Filing Documents

• tm248506d2_8k.htm (8-K) — 34KB
• tm248506d2_ex4-1.htm (EX-4.1) — 103KB
• tm248506d2_ex10-1.htm (EX-10.1) — 109KB
• tm248506d2_ex16-1.htm (EX-16.1) — 3KB
• tm248506d2_ex16-1img001.jpg (GRAPHIC) — 4KB
• tm248506d2_ex16-1img002.jpg (GRAPHIC) — 5KB
• tm248506d2_ex16-1img003.jpg (GRAPHIC) — 1KB
• 0001104659-24-034564.txt ( ) — 486KB
• rzlt-20240308.xsd (EX-101.SCH) — 3KB
• rzlt-20240308_lab.xml (EX-101.LAB) — 33KB
• rzlt-20240308_pre.xml (EX-101.PRE) — 22KB
• tm248506d2_8k_htm.xml (XML) — 4KB

01 Entry into Material Definitive Agreement

Item 1.01 Entry into Material Definitive Agreement. On March 8, 2024, Rezolute, Inc. (the "Company") entered into a securities exchange agreement (the "Exchange Agreement") with certain Company stockholders (the "Exchanging Stockholders"), pursuant to which the Company exchanged an aggregate of 3,000,000 shares of the Company's common stock, par value $0.001 per share (the "Retired Shares"), owned by the Exchanging Stockholders for pre-funded warrants (the "Exchange Warrants") to purchase an aggregate of 3,000,000 shares of common stock (subject to adjustment in the event of stock splits, recapitalizations and other similar events affecting common stock), with an exercise price of $0.001 per share. The Exchange Warrants will not expire prior to exercise. The Company paid the Exchanging Stockholders an aggregate purchase price of $3,000 for the Retired Shares. Under Nevada law, the Retired Shares were cancelled and no longer considered outstanding, as a result, the number of issued and outstanding shares of the Company's common stock was reduced by 3,000,000 shares of the Company's common stock. The Exchange Warrants are exercisable at any time except that the Exchange Warrants cannot be exercised by the Exchanging Stockholders if, after giving effect thereto, the Exchanging Stockholders would beneficially own more than 9.99% of the Company's common stock, subject to certain exceptions. The holders of the Exchange Warrants will not have the right to vote on any matter except to the extent required by Nevada law. The Exchange Warrants were issued without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act. The Exchange Warrants contain a provision that restrict the exercisability of the Exchange Warrants above 19.99% without obtaining stockholder approval as required by Nasdaq Listing Rules 5635(b) and 5635(d). We also agreed to file a regi

01 Changes in Registrant's Certifying Accountants

Item 4.01 Changes in Registrant's Certifying Accountants. (a) Termination of Independent Registered Public Accounting Firm On March 8, 2024, the Company dismissed Plante & Moran, PLLC ("Plante Moran") as its independent registered public accounting firm. The Company's Audit Committee (the "Audit Committee") unanimously approved the decision to dismiss Plante Moran. Plante Moran performed audits of the Company's consolidated financial statements for the years ended June 30, 2023 and 2022. Plante Moran's reports did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the two years ended June 30, 2023, and 2022, and the subsequent interim period up to and including the date of Plante Moran's dismissal, there were no (i) disagreements between the Company and Plante Moran on any matter of accounting principles or practices, financial Moran to make reference to the subject matter of such disagreements in connection with its report on the Company's consolidated financial and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended, except for the disclosure of the material weakness in the Company's internal controls over financial reporting as disclosed in Part II, Item 9A of the Company's Annual Report on Form 10-K for the year ended June 30, 2022. The Company provided Plante Moran with a copy of the disclosures it is making in this Item 4.01 of this Form 8-K and requested that Plante Moran furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made herein and, if not, stating the respects in which it does

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Exchange Warrant 10.1 Form of Securities Exchange Agreement 16.1 Letter from Plante & Moran, PLLC, dated March 14, 2024 104 Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. REZOLUTE, INC. DATE: March 14, 2024 By: /s/Nevan Charles Elam Nevan Charles Elam Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR