Rezolute, Inc. Files 8-K for Material Agreement

TL;DR

Rezolute just filed an 8-K for a material agreement involving unregistered equity sales.

AI Summary

On June 25, 2024, Rezolute, Inc. entered into a Material Definitive Agreement related to the sale of unregistered equity securities. The company, formerly known as AntriaBio, Inc., is incorporated in Nevada and operates in the Pharmaceutical Preparations sector.

Why It Matters

This filing indicates Rezolute, Inc. has entered into a significant agreement, potentially impacting its financial structure and future operations through the sale of equity.

Risk Assessment

Risk Level: medium — The filing involves unregistered equity sales, which can carry higher risks for investors due to less regulatory oversight.

Key Numbers

• 001-39683 — SEC File Number (Identifies the company's filing history with the SEC.)
• 27-3440894 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Rezolute, Inc. (company) — Registrant
• June 25, 2024 (date) — Date of earliest event reported
• AntriaBio, Inc. (company) — Former company name
• Nevada (jurisdiction) — State of Incorporation
• 275 Shoreline Drive, Suite 500, Redwood City, CA 94065 (address) — Business Address

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share RZLT Nasdaq Capital Market
• $4.00 — Private Shares") at a purchase price of $4.00 per share, which represents a premium t
• $6.0 million — mpany, are expected to be approximately $6.0 million. The Company intends to use the net pro

Filing Documents

• tm2418270d1_8k.htm (8-K) — 35KB
• tm2418270d1_ex99-1.htm (EX-99.1) — 12KB
• tm2418270d1_ex99-1img001.jpg (GRAPHIC) — 3KB
• 0001104659-24-075387.txt ( ) — 228KB
• rzlt-20240625.xsd (EX-101.SCH) — 3KB
• rzlt-20240625_lab.xml (EX-101.LAB) — 33KB
• rzlt-20240625_pre.xml (EX-101.PRE) — 22KB
• tm2418270d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On June 25, 2024, the Company entered into a securities purchase agreement (the "Securities Purchase Agreement") with certain purchasers as identified therein (the "Purchasers") relating to a private placement (the "Private Placement"), pursuant to which the Company agreed to sell to the Purchasers 1,500,000 shares of Common Stock ("Private Shares") at a purchase price of $4.00 per share, which represents a premium to the Nasdaq consolidated closing bid price on June 25, 2024. The closing of the Private Placement will take place upon satisfaction of the closing conditions set forth in the Securities Purchase Agreement. The gross proceeds of the Private Placement to the Company, are expected to be approximately $6.0 million. The Company intends to use the net proceeds from the Private Placement to fund clinical research and development and for working capital and general corporate purposes. In connection with the Securities Purchase Agreement, the Company entered into a registration rights agreement (the "Registration Rights Agreement") with the Purchasers. Pursuant to the Registration Rights Agreement, the Company will be required to file a resale registration statement (the "Registration Statement") with the U.S. Securities and Exchange Commission (the "SEC") to register for resale the Private Shares within thirty days of receipt of payment, and to have such Registration Statement declared effective within 60 days after the signing date of the Securities Purchase Agreement in the event the Registration Statement is not reviewed by the SEC, or 90 days of the signing date in the event the Registration to file the Registration Statement when required, fails to cause the Registration Statement to be declared effective by the SEC when required, or if the Company fails to maintai

02

Item 3.02. Unregistered Sales of Equity Securities. The information under Item 1.01 of this Current Report on Form 8-K regarding the Private Placement is incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On June 27, 2024, the Company issued a press release announcing the exercise of the underwriters' option to purchase additional shares and entering into the concurrent private placement. The text of the press release is included as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. The information in Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1 is being furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such Section, and shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 99.1 Press Release dated June 27, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Caution Concerning Forward-Looking Statements This Current Report on Form 8-K may contain forward-looking Securities Exchange Act of 1934, as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as "may," "will," "expect," "project," "estimate," "anticipate," "plan," "believe," "potential," "should," "continue" or the negative versions of those words or other comparable words. These forward-looking statements include statements about the closing of the Private Placement and the anticipated use of proceeds of the offerings. These forward-looking statements are based on information currently available to the Company and its current plans or expectations, and are subject to a number of uncertainties and risks that could significantly affect current plans. Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors, including the uncertainties related to market conditions and the completion of the offerings on the anticipated terms or at all. The Company's forward-looking statements also involve assumptions that, if they prove incorrect, would cause its results to differ materially from those expressed or implied by such forward-looking statements. These and other risks concerning the Company's business are described in additional detail in the Company's Annual Report on Form 10-K for the period ended June 30, 2023, in the Company's Quarterly Reports on Form 10-Q for the periods ended September 30, 2023, ended December 31, 2023, and ended March 31,

forward-looking statements, whether as a result of new information, future events or otherwise

forward-looking statements, whether as a result of new information, future events or otherwise.

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: June 27, 2024 By: /s/ Nevan Charles Elam Nevan Charles Elam Chief Executive Officer

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View this 8-K filing on SEC EDGAR