Rezolute Seeks 52% Boost in Equity Plan Shares at 2026 Annual Meeting

TL;DR

**RZLT is asking for a massive 52% increase in its equity incentive plan, signaling potential dilution and a heavy reliance on stock-based compensation; vote 'NO' if you're worried about your slice of the pie.**

AI Summary

Rezolute, Inc. is holding its 2026 Annual Meeting of Stockholders on November 19, 2025, at 3:00 p.m. Pacific Time, virtually via www.virtualshareholdermeeting.com/RZLT2025. Key proposals include the election of seven directors, ratification of Grant Thornton LLP as the independent auditor for fiscal year ending June 30, 2026, and a non-binding advisory vote on executive compensation. Most significantly, stockholders will vote on an amendment to the 2021 Equity Incentive Plan to increase the shares available for issuance from 14,450,000 to 21,950,000 shares of common stock, representing a 51.9% increase. The Board unanimously recommends voting 'FOR' all proposals, including the substantial increase in the equity incentive plan. As of the September 22, 2025 record date, there were 90,828,052 shares of common stock outstanding and entitled to vote. The company will also seek authorization to adjourn the meeting if necessary to solicit additional proxies for the equity plan amendment.

Why It Matters

This DEF 14A filing is crucial for investors as it outlines significant governance and compensation decisions. The proposed 51.9% increase in the 2021 Equity Incentive Plan, from 14,450,000 to 21,950,000 shares, could lead to substantial dilution for existing shareholders if approved, impacting per-share value. For employees, particularly executives, this expansion signals continued reliance on equity-based compensation, potentially aligning their interests with long-term company performance but also raising questions about compensation philosophy. In a competitive biotech landscape, attracting and retaining talent through equity is common, but the magnitude of this increase warrants close scrutiny by investors concerned about shareholder value and competitive compensation practices.

Risk Assessment

Risk Level: medium — The primary risk stems from Proposal 4, which seeks to increase the shares available for issuance under the 2021 Equity Incentive Plan by 7,500,000 shares, from 14,450,000 to 21,950,000 shares. This 51.9% increase could lead to significant future dilution for existing shareholders, impacting per-share earnings and ownership percentages.

Analyst Insight

Investors should carefully evaluate the potential dilution from the proposed 51.9% increase in the 2021 Equity Incentive Plan. Consider voting 'AGAINST' Proposal 4 if you are concerned about shareholder dilution and the long-term impact on your investment, despite the Board's unanimous recommendation.

Key Numbers

• 2025-10-07T00:00:00.000Z — Filing Date (Date the DEF 14A was filed)
• 2025-11-19T00:00:00.000Z — Annual Meeting Date (Date of the 2026 Annual Meeting of Stockholders)
• 3:00 p.m. Pacific Time — Annual Meeting Time (Scheduled time for the virtual Annual Meeting)
• 2025-09-22T00:00:00.000Z — Record Date (Date for stockholders of record entitled to vote)
• 90,828,052 — Shares Outstanding (Number of common stock shares entitled to vote as of the Record Date)
• 14,450,000 — Current Shares in 2021 Equity Incentive Plan (Number of shares currently authorized for issuance under the plan)
• 21,950,000 — Proposed Shares in 2021 Equity Incentive Plan (Number of shares proposed for issuance under the plan after amendment)
• 7,500,000 — Increase in Equity Plan Shares (Additional shares requested for the 2021 Equity Incentive Plan)
• 51.9% — Percentage Increase in Equity Plan Shares (Calculated increase in shares available for issuance under the 2021 Equity Incentive Plan)
• 2026-06-30T00:00:00.000Z — Fiscal Year End (Fiscal year for which Grant Thornton LLP is proposed as auditor)

Key Players & Entities

• Rezolute, Inc. (company) — Registrant for DEF 14A filing
• Nevan Charles Elam (person) — Chief Executive Officer and Acting Chairman of the Board, Director Nominee
• Erik Harris (person) — Director Nominee
• Gil Labrucherie (person) — Director Nominee
• Nerissa Kreher (person) — Director Nominee
• Philippe Fauchet (person) — Director Nominee
• Wladimir Hogenhuis (person) — Director Nominee
• Young-Jin Kim (person) — Director Nominee
• Grant Thornton LLP (company) — Independent registered public accounting firm for fiscal year ending June 30, 2026
• Securities and Exchange Commission (regulator) — Regulatory body for DEF 14A filing

FAQ

Industry Context

Rezolute, Inc. operates in the biotechnology sector, focusing on developing therapies for metabolic diseases. This sector is characterized by high R&D costs, long development cycles, and significant regulatory hurdles. Success often depends on clinical trial outcomes and the ability to secure funding for ongoing research and development.

Regulatory Implications

As a biotechnology company, Rezolute is subject to stringent regulations from bodies like the FDA. Approval processes for new therapies are lengthy and complex, posing a significant risk if clinical trials do not meet efficacy and safety standards. Compliance with evolving healthcare regulations is also critical.

What Investors Should Do

1. Vote on the election of seven directors.
2. Ratify the appointment of Grant Thornton LLP as independent auditor.
3. Vote on the non-binding advisory proposal on executive compensation.
4. Vote on the amendment to the 2021 Equity Incentive Plan to increase share availability by 51.9%.
5. Consider the proposal to authorize adjournment of the meeting.

Key Dates

• 2025-10-07: Filing Date of DEF 14A — Indicates when the company officially released its proxy materials for the annual meeting.
• 2025-10-10: Anticipated mailing date of Proxy Statement and Notice of Internet Availability — Marks when shareholders are expected to receive information to make informed voting decisions.
• 2025-09-22: Record Date — Determines which shareholders are eligible to vote at the Annual Meeting.
• 2025-11-19: 2026 Annual Meeting of Stockholders — The date when key proposals, including director elections and equity plan amendments, will be voted upon.
• 2026-06-30: Fiscal Year End — The end of the fiscal year for which Grant Thornton LLP is proposed as the independent auditor.

Glossary

DEF 14A

A filing with the SEC that provides detailed information to shareholders for an annual meeting, including proposals to be voted on. (This document contains all the information shareholders need to understand the company's proposals and make voting decisions.)

Proxy Statement

A document required by the SEC that provides shareholders with information about a company's annual meeting and the matters to be voted upon. (This is the core document for understanding the proposals, director nominees, and executive compensation.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (Shareholders must own stock as of September 22, 2025, to be eligible to vote at the 2026 Annual Meeting.)

Named Executive Officers (NEOs)

The top executive officers of a company whose compensation is disclosed in detail in SEC filings. (Shareholders will vote on the compensation of these individuals through the 'Say-On-Pay' proposal.)

2021 Equity Incentive Plan

A plan established by the company to grant stock options, restricted stock, or other equity awards to employees and directors. (A significant proposal is to increase the number of shares available under this plan by 51.9%.)

Say-On-Pay

A non-binding shareholder vote on the compensation of a company's named executive officers. (Shareholders have an advisory vote on executive compensation, providing an indication of their approval or disapproval.)

Independent Registered Public Accounting Firm

An external audit firm hired by a company to examine its financial statements and provide an independent opinion. (Shareholders will ratify the appointment of Grant Thornton LLP for the fiscal year ending June 30, 2026.)

Year-Over-Year Comparison

This analysis is based on the initial DEF 14A filing for the 2026 Annual Meeting. Comparative financial data from a previous filing is not available within this document. However, the key focus of this filing is the substantial proposed increase in the equity incentive plan, which represents a significant change in potential share dilution compared to previous plans.

Filing Documents

• rzlt-20251119xdef14a.htm (DEF 14A) — 821KB
• rzlt-20251119xdef14a_a011.jpg (GRAPHIC) — 60KB
• rzlt-20251119xdef14a_a012.jpg (GRAPHIC) — 56KB
• rzlt-20251119xdef14a_bg001.jpg (GRAPHIC) — 131KB
• rzlt-20251119xdef14a_bg002.jpg (GRAPHIC) — 85KB
• 0001104659-25-097509.txt ( ) — 2463KB
• rzlt-20251119.xsd (EX-101.SCH) — 3KB
• rzlt-20251119_lab.xml (EX-101.LAB) — 4KB
• rzlt-20251119_pre.xml (EX-101.PRE) — 4KB
• rzlt-20251119xdef14a_htm.xml (XML) — 267KB

From the Filing

Rezolute, Inc. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 Rezolute, Inc. (Name of Registrant as Specified in its Charter) Not Applicable (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Table of Contents REZOLUTE, INC. NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS November 19, 2025 3:00 p.m. Pacific Time To the Stockholders of Rezolute, Inc.: The 2026 Annual meeting of the stockholders (the " Annual Meeting ") of Rezolute, Inc., a Nevada corporation (the " Company "), will be held via a virtual meeting on Wednesday, November 19, 2025 at 3:00 p.m. Pacific Time. You may virtually attend the Annual Meeting, vote, and submit a question during the Annual Meeting by visiting www.virtualshareholdermeeting.com/RZLT2025. The Annual Meeting will be held for the following purposes: (1) To elect Nevan Charles Elam, Erik Harris, Gil Labrucherie, Nerissa Kreher, Philippe Fauchet, Wladimir Hogenhuis, and Young-Jin Kim to the Company's Board of Directors until the 2027 Annual Meeting. (2) To ratify the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending on June 30, 2026. (3) To approve, by a non-binding advisory vote, the compensation of the Company's named executive officers, or NEOs, as disclosed in the Executive Compensation section of this Proxy Statement. (4) To approve an amendment to the 2021 Equity Incentive Plan, as amended, to increase the number of shares available for issuance thereunder from 14,450,000 shares of common stock to an aggregate of 21,950,000 shares of common stock (the " 2021 Equity Plan Amendment Proposal "). (5) To authorize an adjournment of the meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of the 2021 Equity Plan Amendment Proposal. (6) To transact such other business as may properly come before the meeting, or any postponements or adjournments thereof. All stockholders of record at the close of business on September 22, 2025 are entitled to notice of and to vote at such meeting. The date on which we anticipate this Proxy Statement and the accompanying proxy will be first sent or given to stockholders will be on or about October 10, 2025. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on Wednesday, November 19, 2025. Pursuant to the rules of the Securities and Exchange Commission (the " SEC "), the Company has elected to provide access to its proxy materials at www.ProxyVote.com; which includes this Notice, the accompanying Proxy Statement and Proxy Card. All stockholders are cordially invited to virtually attend the Annual Meeting. If you virtually attend the meeting, you may withdraw your proxy and vote your shares at the meeting. Your vote is extremely important. Whether or not you expect to virtually attend the Annual Meeting, please vote by mail, Internet or telephone as described in the enclosed proxy materials. By order of the Board of Directors /s/ Nevan Charles Elam Nevan Charles Elam Chief Executive Officer and Acting Chairman of the Board Redwood City, California Table of Contents TABLE OF CONTENTS GENERAL INFORMATION 1 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING 2 PROPOSAL 1 ELECTION OF DIRECTORS 8 PROPOSAL 2 ACCOUNTANT PROPOSAL 22 PROPOSAL 3 SAY-ON-PAY PROPOSAL 25 PROPOSAL 4 AMENDMENT OF 2021 INCENTIVE COMPENSATION PLAN 40 PROPOSAL 5 ADJOURNMENT PROPOSAL 45 OTHER MATTERS 45 COSTS OF PROXY SOLICITATION 45 NOTICE AND ACCESS 45 AVAILABLE INFORMATION 45 i Table of Contents 2026 ANNUAL MEETING OF STOCKHOLDERS to be held November 19, 2025 PROXY STATEMENT GENERAL INFORMATION The enclosed proxy is solicited by the Board of Directors (also referred to as the " Board " herein) of Rezolute, Inc., a Nevada corporation, (which we refer to as the " Company ," " Rezolute ," " we ," " us ," or " our ") for use at the 2026 Annual Meeting of Stockholders of the Company (the " Annual Meeting "), to be held on Wednesday, November 19, 2025 at 3:00 p.m. Pacific Time, via a virtual meeting,

View Full Filing

View this DEF 14A filing on SEC EDGAR