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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):
August 18, 2025
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 1.01 |
Entry into a Material Definitive Agreement. |
| |
|
| Item 5.02 |
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| (c) |
Election of Chief Commercial Officer. |
On August 18, 2025, Rezolute, Inc. (the “Company”)
appointed Sunil Karnawat, age 58, as Chief Commercial Officer of the Company, Dr. Karnawat brings over two decades of executive
leadership experience in the biotech, pharma, medical device, and diagnostics industries. Since 2024, Dr. Karnawat served as Vice
President for Cytokinetics Pharmaceuticals. From 2017 through 2024, Dr. Karnawat served in various executive and vice president roles
with Ultragenyx Pharmaceuticals in which Dr. Karnawat was involved in leading key commercial functions in launching four ultra-rare
disease products, including Crysvita with indications for X-linked Hypophosphatemia and Tumor-induced Osteomalacia. Dr. Karnawat’s
education includes an MBA from the Wharton School of Business at the University of Pennsylvania, a Ph.D. and an M.S. in Engineering from
North Dakota State University, and a B.E. in Civil Engineering from the College of Engineering in Pune, India.
In connection with his appointment as Chief Commercial Officer, the
Company entered into an employment agreement with Dr. Karnawat (the “Karnawat Employment Agreement”). Under the
terms of the Karnawat Employment Agreement, Dr. Karnawat will receive an annual base salary of $475,000, a signing bonus of $65,000,
and will be eligible for annual incentive compensation with a target of up 40% of his base salary, subject to performance metrics established
by the board. Dr. Karnawat also received 270,000 stock options and 25,000 restricted stock units both subject to vesting and other
customary terms. The agreement contains customary confidentiality and intellectual property provisions and may be terminated by either
party in accordance with its terms.
There are no arrangements or understandings between Dr. Karnawat
and any other person pursuant to which he was appointed to serve as Chief Commercial Officer of the Company. There are no family relationships
between Dr. Karnawat and any director or executive officer of the Company, and Dr. Karnawat does not have a direct or indirect
material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 7.01. |
Regulation FD Disclosure. |
On August 20, 2025,
Rezolute, Inc. issued a press release announcing the appointment of Dr. Karnawat as our Chief Commercial Officer. 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.
| Item 9.01. | Financial Statements
and Exhibits |
(d) Exhibits.
| Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release dated August 20, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: August 20, 2025 |
By: |
/s/ Nevan Charles Elam |
| |
|
Nevan Charles Elam |
| |
|
Chief Executive Officer |
