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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

  

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): May 16, 2024

 

REZOLUTE, INC.

(Exact Name of Registrant as Specified in Charter)

 

Nevada   001-39683   27-3440894

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

275 Shoreline Drive, Suite 500, Redwood City, CA 94065

(Address of Principal Executive Offices, and Zip Code)

 

650-206-4507

Registrant’s Telephone Number, Including Area Code

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report) 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001 per share RZLT Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

Rezolute, Inc. (the “Company”) held its 2024 annual meeting of stockholders on May 16, 2024. The meeting was held virtually at RZLT (issuerdirect.com). As of the record date, March 18, 2024, there were a total of 40,127,647 shares of common stock outstanding and entitled to vote at the special meeting. At the annual meeting, 27,494,377 shares of common stock were represented in person (virtually) or by proxy; therefore, a quorum was present. The final voting results for the matters submitted to a vote of stockholders were as follows:

 

Proposal No. 1 - Election of Directors

 

To elect the following nominees to serve as members of the Company’s board of directors:

 

Nominee Name  Votes For  Votes Withheld  Broker Non Votes
Young-Jin Kim  26,867,423  195,232  431,722
Nevan Charles Elam  27,027,137  35,518  431,722
Philippe Fauchet  26,839,313  223,342  431,722
Gil Labrucherie  26,909,378  153,277  431,722
Wladimir Hogenhuis  26,839,313  223,342  431,722
Nerissa Kreher  26,839,040  223,615  431,722

 

Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm

 

To ratify Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2024:

 

Votes For  Votes Against  Abstentions  Broker Non Votes
27,350,525  3,686  140,166  431,722

 

Proposal No. 3 - Say-on-Pay Proposal

 

To approve by a non-binding advisory vote, the compensation of the Company’s named executive officers, as disclosed in the Executive Compensation section of the proxy statement:

 

Votes For  Votes Against  Abstentions  Broker Non Votes
26,684,240  225,756  152,659  431,722

 

Proposal No. 4 - Equity Plan Amendment Proposal

 

To approve an amendment to the Company’s 2021 Stock Incentive Plan to reflect the adoption of the Company’s incentive compensation recovery policy:

 

Votes For  Votes Against  Abstentions  Broker Non Votes
26,551,450.000  338,688  172,517  431,722

  

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits. The following Exhibits are furnished as part of this Current Report on Form 8-K.

 

Exhibit No.   Description
104   Cover Page Interactive Data File (formatted as inline XBRL)

 

 

 

 

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: May 17, 2024 By: /s/ Nevan Elam
   

Nevan Elam

Chief Executive Officer

 

 

 

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Entity File Number 001-39683
Entity Registrant Name REZOLUTE, INC.
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Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 275 Shoreline Drive
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Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.001 per share
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