Rezolute Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 6, 2024, Rezolute, Inc. (the “Company”) filed with the Secretary of State of the State of Nevada, a Certificate of Amendment to the Amended and Restated Articles of Incorporation of the Company (the “Certificate of Amendment”), which was approved by the Company’s stockholders at the Company’s annual meeting of stockholders held on December 5, 2024 and by written consent of the Company’s board of directors on October 16, 2024.
The Certificate of Amendment increases the Company’s authorized common stock from 100,000,000 shares to an aggregate of 165,000,000 shares. It will not change the total number of shares of Preferred Stock authorized for issuance by the Company.
This summary of the Certificate of Amendment is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference herein. A more complete description of the foregoing amendment is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on October 21, 2024.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its 2025 annual meeting of stockholders on December 5, 2024. The meeting was held virtually at RZLT (issuerdirect.com). As of the record date, October 7, 2024, there were a total of 55,927,913 shares of common stock outstanding and entitled to vote at the special meeting. At the annual meeting, 36,588,042 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 | 36,573,851 | 14,191 | 842,480 | |||||||||
| Young-Jin Kim | 34,816,551 | 1,771,491 | 842,480 | |||||||||
| Gil Labrucherie | 36,090,227 | 497,815 | 842,480 | |||||||||
| Philippe Fauchet | 36,402,654 | 185,388 | 842,480 | |||||||||
| Nerissa Kreher | 36,396,819 | 191,223 | 842,480 | |||||||||
| Wladimir Hogenhuis | 36,402,644 | 185,398 | 842,480 | |||||||||
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, 2025:
| Votes For | Votes Against | Abstentions | Broker Non Votes | |||||||||||
| 36,801,947 | 465,204 | 163,371 | - | |||||||||||
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 | |||||||||||
| 36,519,454 | 56,680 | 11,908 | 842,480 | |||||||||||
Proposal No. 4 – Share Increase Proposal
To approve an amendment to the Company’s Articles of Incorporation to increase the Company’s authorized common stock from 100,000,000 shares of common stock to an aggregate of 165,000,000 shares of common stock:
| Votes For | Votes Against | Abstentions | Broker Non Votes | |||||||||||
| 36,449,851 | 134,695 | 3,496 | 842,480 | |||||||||||
Proposal No. 5 - Equity Plan Amendment Proposal
To approve an amendment to the Company’s 2021 Stock Incentive Plan to increase the number of shares available for issuance thereunder from 10,700,000 shares of common stock to an aggregate of 14,450,000 shares of common stock:
| Votes For | Votes Against | Abstentions | Broker Non Votes | |||||||||||
| 31,485,706 | 5,094,003 | 8,333 | 842,480 | |||||||||||
Proposal No. 6 – 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 Share Increase Proposal:
| Votes For | Votes Against | Abstentions | Broker Non Votes | |||||||||||
| 37,186,000 | 236,512 | 8,010 | - | |||||||||||
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 | |
| 3.1 | Certificate of Amendment, as filed with the Secretary of the State of Nevada on December 6, 2024 | |
| 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: December 10, 2024 | By: | /s/ Nevan Elam |
|
Nevan Elam Chief Executive Officer | ||