Rezolute Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
Registered Direct Offering
On April 23, 2025, Rezolute, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Guggenheim Securities, LLC (“Guggenheim Securities”), as representative of the underwriters listed therein (the “Underwriters”), relating to the issuance and sale in a registered direct offering (the “Registered Direct Offering”) by the Company of (i) 20,786,923 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an offering price of $3.25 per share, and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 6,905,385 shares of Common Stock at an offering price of $3.249 per Pre-Funded Warrant, which represents the per share offering price for the Shares less the $0.001 per share exercise price for each Pre-Funded Warrant. In addition, the Company has also granted the Underwriters an option for a period of 30 days to purchase up to an additional 4,153,846 shares of Common Stock (the “Option Shares”) at the offering price (the “Option”).
The Shares, Pre-Funded Warrants and the Option Shares in the Registered Direct Offering are being offered pursuant to a registration statement on Form S-3 (File No. 333-275562), as amended (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission (the “SEC”) on November 29, 2023 under the Securities Act of 1933, as amended (the “Securities Act”).
The closing of the Registered Direct Offering is expected to occur on or about April 24, 2025, subject to satisfaction of customary closing conditions. The estimated net proceeds of the Registered Direct Offering to the Company, after deducting the underwriting discounts and commissions and offering expenses payable by the Company, are approximately $84.2 million. If the Option is exercised in full, the net proceeds to the Company will be approximately $96.9 million. The Company intends to use the net proceeds from the Registered Direct Offering to fund research and development and for working capital and general corporate purposes.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, and other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.
Subject to certain exceptions, the Company’s executive officers and directors and certain of the Company’s stockholders agreed not to sell or otherwise dispose of any of the shares of Common Stock held by them for a period beginning on the date of execution of the applicable lock-up agreements by each such executive officer, director and stockholder and ending 90 days after the date of the final prospectus supplement filed with the SEC in connection with the Registered Direct Offering pursuant to Rule 424(b) under the Securities Act without first obtaining the written consent of Guggenheim Securities.
The Pre-Funded Warrants offered in the Registered Direct Offering have an exercise price of $0.001 per share, which is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the shares of Common Stock and also upon any distributions for no consideration of assets to the Company's stockholders. Each Pre-Funded Warrant is exercisable at any time and from time to time after issuance. In the event of certain fundamental transactions, the holders of the Pre-Funded Warrants will be entitled to receive, upon exercise of the Pre-Funded Warrants, the kind and amount of securities, cash or other property that the holders would have received had they exercised the Pre-Funded Warrants immediately prior to such transaction. The Pre-Funded Warrants do not entitle the holders thereof to any voting rights or any of the other rights or privileges to which holders of Common Stock are entitled. The Company may not effect the exercise of any Pre-Funded Warrants, and a holder will not be entitled to exercise any portion of any Pre-Funded Warrant that, upon giving effect to such exercise, would result in: (i) the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates) to exceed 4.99% (or, at the election of the holder, up to 19.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, or (ii) the combined voting power of the Company’s securities beneficially owned by such holder (together with its affiliates) to exceed 4.99% (or, at the election of the holder, up to 19.99%) of the combined voting power of all of the Company’s securities then outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants, which percentage may be changed at the holder’s election to a higher or lower percentage not in excess of 19.99% upon at least 61 days’ notice to the Company. The foregoing summary of the Pre-Funded Warrants does not purport to be complete and is subject to, and qualified in its entirety by, the form of Pre-Funded Warrant, which is filed herewith as Exhibit 4.1 and incorporated herein by reference.
The foregoing summary of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated herein by reference.
A copy of the opinion of Dorsey & Whitney LLP relating to the legality of the issuance and sale of the Shares, Option Shares and Pre-Funded Warrants offered in the Registered Direct Offering, and shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants offered in the Registered Direct Offering, is attached as Exhibit 5.1 hereto and is incorporated by reference herein.
Item 3.02. Unregistered Sales of Equity Securities.
The information under Item 8.01 of this Current Report on Form 8-K regarding the Private Placement is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On April 23, 2025, the Company issued a press release announcing the pricing of the Registered Direct Offering. A copy of the Registered Direct Offering press release is attached hereto as Exhibit 99.1.
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 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 8.01. Other Events.
Private Placement
In a transaction separate from the Registered Direct Offering, certain insiders of the Company have agreed to purchase up to $10,000,000 of shares of Common Stock at a price of $3.25 per share, which reflects the Registered Direct Offering price (the “Private Placement”) which exceeds the definition of market value for Nasdaq Listing Rule 5635(c) purposes. The shares of Common Stock offered in the Private Placement were offered pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act. The closing of the Private Placement will take place upon satisfaction of certain closing conditions to be determined.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit Description
| 1.1 | Underwriting Agreement, dated as of April 23, 2025, by and between the Company and Guggenheim Securities, LLC |
| 4.1 | Form of Pre-Funded Warrant |
| 5.1 | Opinion of Dorsey & Whitney LLP |
| 23.1 | Consent of Dorsey & Whitney LLP (included in Exhibit 5.1) |
| 99.1 | Press Release, dated April 23, 2025 |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
Caution Concerning Forward-Looking Statements
This Current Report on Form 8-K may contain forward-looking statements made in reliance upon the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. These forward-looking statements include statements about the closing of the Private Placement and the anticipated use of proceeds of the offerings. These forward-looking statements are based on information currently available to the Company and its current plans or expectations, and are subject to a number of uncertainties and risks that could significantly affect current plans. Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors, including the uncertainties related to market conditions and the completion of the offerings on the anticipated terms or at all. The Company’s forward-looking statements also involve assumptions that, if they prove incorrect, would cause its results to differ materially from those expressed or implied by such forward-looking statements. These and other risks concerning the Company’s business are described in additional detail in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024, in the Company’s Quarterly Reports on Form 10-Q for the quarters ended September 30, 2024 and December 31, 2024 and in the Company’s other reports filed with the SEC. The Company is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
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: April 23, 2025 | By: | /s/ Nevan Charles Elam |
| Nevan Charles Elam | ||
| Chief Executive Officer | ||