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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):
October 17, 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 Material
Definitive Agreement |
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
Amendment to Employment
Agreements
On
October 17, 2025, Rezolute, Inc. (the “Company”), Nevan C. Elam, the Company’s Chief Executive Officer, Brian
Roberts, the Company’s Chief Medical Officer, Daron Evans, the Company’s Chief Financial Officer and Sunil Karnawat, the Company’s
Chief Commercial Officer each entered into amendments to their respective employment agreements to entitle each to a full gross-up payment
(the “Gross-up Payment”) for any excise tax and other local, state and federal taxes imposed as a result of any excess parachute
payment to be paid in connection with a change of control event as determined under Section 280G of the Internal Revenue Code. The
determination of the Gross-Up Payment amount will be made by the Company in its sole discretion. The terms of the respective employment
agreements remain unchanged and the amendments will be filed with the Company’s next Quarterly Report on Form 10-Q.
| Item 1.02. | Termination of a Material
Definitive Agreement. |
On October17, 2025, the
Company delivered written notice to Jefferies LLC indicating that it is terminating the Open Market Sale Agreement by and between
the Company and Jefferies LLC, dated November 14, 2023, effective as of October 24, 2025. The Company filed with the SEC a prospectus
supplement, which formed a part of the Registration Statement on Form S-3 (File No. 333-275562), declared effective by the SEC
on November 29, 2023, relating to the offering of shares of common stock under the at-the-market program. The Company did not undertake
any sales under the at-the-market program.
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: October 21, 2025 |
By: |
/s/ Nevan Charles Elam |
| |
|
Nevan Charles Elam |
| |
|
Chief Executive Officer |
