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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):
February 12, 2026
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 2.02 |
Results of Operations and Financial Condition. |
On
February 12, 2026, Rezolute, Inc. issued a press release announcing its financial results for the second quarter ended December 31,
2025. A copy of this press release is attached hereto as Exhibit 99.1.
The
information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability
of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange
Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current
Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated February 12, 2026 |
| 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: February 12, 2026 |
By: |
/s/ Nevan Charles Elam |
| |
|
Nevan Charles Elam |
| |
|
Chief Executive Officer |
| |
|
|
Exhibit 99.1

Rezolute Reports Second Quarter Fiscal 2026
Financial Results and Provides Business Update
REDWOOD
CITY, Calif., February 12, 2026 – Rezolute, Inc. (Nasdaq: RZLT) (“Rezolute” or the “Company”),
a late-stage rare disease company focused on treating hypoglycemia caused by all forms of hyperinsulinism (HI), today reported financial
results and provided a business update for the three months ended December 31, 2025.
Congenital Hyperinsulinism (HI)
| · | In December 2025, Rezolute reported topline results from sunRIZE, a Phase 3, multicenter, double-blind, randomized, placebo-controlled
safety and efficacy study of ersodetug for the treatment of congenital HI. The study did not meet its primary or key secondary endpoints. |
| · | The study demonstrated reductions from baseline in hypoglycemia events by self-monitored blood glucose at both ersodetug dose levels,
but reductions were not statistically significant compared to placebo, due to a pronounced study effect. |
| · | A reduction in hypoglycemia time by continuous glucose monitoring (CGM) was also demonstrated with both dose levels of ersodetug,
which was statistically significant compared to placebo at the Week 16 timepoint, but did not meet significance at the Week 24 end of
pivotal timepoint. |
| · | In sunRIZE, pharmacologic activity was observed, with target therapeutic drug concentrations achieved in both treatment groups, along
with highly sensitive biomarker responses of decreased insulin cell signaling in the active treatment groups, indicating drug activity. |
| · | Notably, all 59 participants who completed the study continued into the ongoing open-label extension
portion, including the roll-over of placebo participants onto ersodetug, and the vast majority remain on therapy. Some of the
children have been able to stop taking their standard congenital HI therapies and are now receiving ersodetug as monotherapy. |
| · | Subsequent to the announcement of the topline results of the primary and key secondary endpoints,
the Company is undertaking extensive analysis of the results and other endpoints, in preparation for its upcoming FDA meeting. |
| · | The Company will be meeting with FDA prior to the end of the first quarter under Breakthrough Therapy Designation to determine next
steps for the program. |
Tumor HI
| · | upLIFT, a Phase 3, single-arm, open label study in up to 16 hospitalized participants for the treatment of tumor HI, is ongoing. |
| § | Enrollment is underway and topline results are expected in the second half of 2026. |
| · | In January 2026, the Company shared aggregate data from the initial 9 tumor HI patients treated under the historical Expanded
Access Program (EAP). |
| § | The data show that 75% of the patients receiving IV dextrose/total parenteral nutrition (TPN) in the EAP achieved a complete discontinuation
of IV dextrose/TPN, providing additional evidence of the activity and potential efficacy of ersodetug across various forms of HI. |
| § | This cohort was the basis for FDA to grant Breakthrough Designation and agree to a single-arm, open-label registrational study design. |
| § | The glucose infusion rate (GIR) assessment in the EAP is the primary endpoint in upLIFT, which measures the number of participants
(out of approximately 16) who achieve at least a 50% reduction in GIR. |
| § | The full EAP data
table, filed on Form 8-K with the U.S. Securities and Exchange Commission, can be found
here. |
Corporate Updates
| · | In November 2025, the Company hosted a virtual Investor Event during which Rezolute Chief Commercial Officer, Sunil Karnawat,
discussed the anticipated commercial opportunities for ersodetug as a potential treatment for congenital and tumor HI. The event also
featured presentations from two leading physician experts who provided perspectives on disease background and the significant unmet clinical
need in HI. |
| § | A
replay of the virtual event is available on the Investor Relations section of the Company’s
website here. |
Second Quarter Fiscal 2026 Financial Results
Cash, cash equivalents and investments in marketable
securities were $132.9 million as of December 31, 2025, compared with $167.9 million as of June 30, 2025.
Research and development (R&D) expenses were
$14.3 million for the second quarter of fiscal 2026, compared with $12.6 million for the same period a year ago. The increase from fiscal
year 2025 to fiscal year 2026 was primarily due to (i) increased expenditures in clinical trial activities and (ii) higher employee-related
expenses, which included one-time severance benefits related to the December 2025 reduction in force, partially offset by a decrease
in manufacturing costs for ersodetug.
General and administrative (G&A) expenses
were $9.9 million for the second quarter of fiscal 2026, compared with $4.5 million for the same period a year ago. The increase was primarily
attributable to increased professional fees and employee-related expenses, which included one-time severance benefits related to the December 2025
reduction in force.
Net loss was $22.8 million for the second quarter
of fiscal 2026 compared with a net loss of $15.7 million for the same period a year ago.
About Ersodetug
Ersodetug is a fully human monoclonal antibody
that binds allosterically to the insulin receptor to decrease receptor over-activation by insulin and related substances (such as IGF-2)
in the setting of hyperinsulinism (HI), thereby improving hypoglycemia. Because ersodetug acts downstream from the pancreas, it has the
potential to be universally effective at treating hypoglycemia due to any congenital or acquired form of HI.
About Rezolute, Inc.
Rezolute
is a late-stage rare disease company focused on treating hypoglycemia caused by hyperinsulinism (HI). The Company’s antibody therapy,
ersodetug, is designed to treat all forms of HI and has been studied in clinical trials and used in real-world cases for the treatment
of both congenital and tumor HI. For more information, visit www.rezolutebio.com.
Forward-Looking Statements
This release, like many written and oral communications
presented by Rezolute and our authorized officers, may contain certain forward-looking statements regarding our prospective performance
and strategies within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934,
as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of said safe harbor provisions.
Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of Rezolute,
are generally identified by use of words such as "anticipate," "believe," "estimate," "expect,"
"intend," "plan," "project," "seek," "strive," "try," or future or conditional
verbs such as "could," "may," "should," "will," "would," or similar expressions. These
forward-looking statements include, but are not limited to, the potential efficacy of ersodetug in treating hypoglycemia associated with
either congenital or tumor HI, the possibility of FDA agreeing to a streamlined path for advancing the congenital HI program notwithstanding
the lack of statistical significance in the sunRIZE study, or the timing of the release of topline results for upLIFT. Our ability
to predict results or the actual effects of our plans or strategies is inherently uncertain. Accordingly, actual results may differ materially
from anticipated results. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of
the date of this release. Except as required by applicable law or regulation, Rezolute undertakes no obligation to update these forward-looking
statements to reflect events or circumstances that occur after the date on which such statements were made. Important factors that may
cause such a difference include any other factors discussed in our filings with the SEC, including the Risk Factors contained in Rezolute’s
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are available at the U.S. Securities and Exchange Commission’s
website at www.sec.gov. You are urged to consider these factors carefully in evaluating the forward-looking statements in this release
and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by this cautionary
statement.
Rezolute Contacts:
Christen Baglaneas
cbaglaneas@rezolutebio.com
508-272-6717
Carrie McKim
cmckim@rezolutebio.com
336-608-9706
Rezolute, Inc.
Condensed Consolidated Financial Statements Data
(in thousands, except per share data)
| | |
Three Months Ended | | |
Six Months Ended | |
| | |
December 31, | | |
December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| Condensed Consolidated Statements of Operations Data: | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Research and development | |
$ | 14,348 | | |
$ | 12,627 | | |
$ | 27,497 | | |
$ | 25,381 | |
| General and administrative | |
| 9,873 | | |
| 4,453 | | |
| 16,541 | | |
| 8,640 | |
| Total operating expenses | |
| 24,221 | | |
| 17,080 | | |
| 44,038 | | |
| 34,021 | |
| Loss from operations | |
| (24,221 | ) | |
| (17,080 | ) | |
| (44,038 | ) | |
| (34,021 | ) |
| Non-operating income, net | |
| 1,447 | | |
| 1,350 | | |
| 3,114 | | |
| 2,913 | |
| Net loss | |
$ | (22,774 | ) | |
$ | (15,730 | ) | |
$ | (40,924 | ) | |
$ | (31,108 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted net loss per common share | |
$ | (0.22 | ) | |
$ | (0.22 | ) | |
$ | (0.40 | ) | |
$ | (0.45 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Shares used to compute basic and diluted
net loss per common share | |
| 103,687 | | |
| 69,940 | | |
| 103,555 | | |
| 69,838 | |
| | |
December 31, | | |
June 30, | |
| | |
2025 | | |
2025 | |
| Condensed Consolidated Balance Sheets Data: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 11,944 | | |
$ | 94,107 | |
| Investments in marketable debt securities | |
| 120,994 | | |
| 73,751 | |
| Working capital | |
| 125,577 | | |
| 159,233 | |
| Total assets | |
| 138,629 | | |
| 175,490 | |
| Accumulated deficit | |
| (444,780 | ) | |
| (403,856 | ) |
| Total stockholders’ equity | |
| 127,998 | | |
| 162,127 | |