Rezolute stockholders approve directors, auditor and larger 2021 plan

Rhea-AI Filing Summary

Rezolute, Inc. reported results from its 2026 annual stockholder meeting. Stockholders elected all seven director nominees to the board, with each receiving a majority of votes cast. As of the record date of September 22, 2025, 90,811,368 shares of common stock were outstanding and 66,700,068 shares were represented at the meeting, establishing a quorum.

Stockholders ratified Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending June 30, 2026. A non-binding say-on-pay proposal approving compensation for named executive officers also received stockholder approval. In addition, stockholders approved an amendment to the 2021 Stock Incentive Plan to increase the shares available for issuance from 14,450,000 to 21,950,000. An adjournment proposal related to the equity plan amendment was also approved but was not needed once the amendment passed.

false 0001509261 0001509261 2025-11-19 2025-11-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): November 19, 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 5.07 Submission of Matters to a Vote of Security Holders.

Rezolute, Inc. (the “Company”) held its 2026 annual meeting of stockholders on November 19, 2025. The meeting was held virtually at www.virtualshareholdermeeting.com/RZLT2025. As of the record date, September 22, 2025, there were a total of 90,811,368 shares of common stock outstanding and entitled to vote at the special meeting. At the annual meeting, 66,700,068 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
Nevan Charles Elam		59,206,610		161,306		7,332,152
Young-Jin Kim		52,980,022		6,387,894		7,332,152
Gil Labrucherie		55,354,306		4,013,610		7,332,152
Philippe Fauchet		58,711,617		656,299		7,332,152
Nerissa Kreher, M.D.		45,487,489		13,880,427		7,332,152
Wladimir Hogenhuis, M.D.		45,753,848		13,614,068		7,332,152
Erik Harris		48,235,273		11,132,643		7,332,152

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 the fiscal year ending on June 30, 2026:

Votes For		Votes Against		Abstentions		Broker Non Votes
65,206,245		937,798		556,025		-

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
40,149,598		19,193,827		24,491		7,332,152

Proposal No. 4- Equity Plan Amendment Proposal

To approve an amendment to the Company’s 2021 Stock Incentive Plan (the “2021 Equity Plan Amendment Proposal”) 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:

Votes For		Votes Against		Abstentions		Broker Non Votes
59,075,559		264,536		27,821		7,332,152

Proposal No. 5 - Adjournment Proposal

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:

Votes For		Votes Against		Abstentions		Broker Non Votes
57,909,553		1,423,506		34,857		7,332,152

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: November 21, 2025	By:	/s/ Nevan Elam
		Nevan Elam
		Chief Executive Officer

FAQ

What did Rezolute (RZLT) stockholders approve at the 2026 annual meeting?

Stockholders elected all seven director nominees, ratified Grant Thornton LLP as independent auditor for the fiscal year ending June 30, 2026, approved executive compensation in a non-binding say-on-pay vote, and approved an amendment to the 2021 Stock Incentive Plan increasing shares available for issuance.

How many Rezolute (RZLT) shares were eligible and present for the 2026 annual meeting vote?

As of the record date of September 22, 2025, there were 90,811,368 shares of common stock outstanding and entitled to vote. At the meeting, 66,700,068 shares were represented virtually or by proxy, which constituted a quorum.

What changes were made to Rezolute’s 2021 Stock Incentive Plan?

Stockholders approved an amendment to Rezolute’s 2021 Stock Incentive Plan to increase the number of shares of common stock available for issuance from 14,450,000 to an aggregate of 21,950,000 shares of common stock.

Was Rezolute’s say-on-pay proposal approved at the 2026 annual meeting?

Yes. The non-binding advisory vote on executive compensation received 40,149,598 votes for, 19,193,827 votes against, and 24,491 abstentions, with 7,332,152 broker non-votes, resulting in approval of the say-on-pay proposal.

Who is Rezolute’s independent registered public accounting firm for the fiscal year ending June 30, 2026?

Stockholders ratified Grant Thornton LLP as Rezolute’s independent registered public accounting firm for the fiscal year ending on June 30, 2026, with 65,206,245 votes for, 937,798 votes against, and 556,025 abstentions.

Did Rezolute (RZLT) stockholders approve the adjournment proposal related to the equity plan amendment?

Yes. Stockholders approved the adjournment proposal authorizing the meeting to be adjourned to solicit additional proxies if needed, with 57,909,553 votes for, 1,423,506 votes against, and 34,857 abstentions. The equity plan amendment ultimately passed, so this authority was not required.

Which directors were elected to Rezolute’s board at the 2026 annual meeting?

The following nominees were elected as directors: Nevan Charles Elam, Young-Jin Kim, Gil Labrucherie, Philippe Fauchet, Nerissa Kreher, M.D., Wladimir Hogenhuis, M.D., and Erik Harris, each receiving more votes for than withheld, with 7,332,152 broker non-votes recorded for each director vote.