Current Report Filing (8-k)
April 04 2018 - 4:52PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
March 30, 2018
REZOLUTE, INC.
(Name of registrant in its charter)
Delaware
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000-54495
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27-3440894
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(State or jurisdiction of
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(Commission File
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(IRS Employer
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incorporation or organization)
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Number)
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Identification No.)
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1450 Infinite Drive
Louisville, CO 80027
(Address of principal executive offices)
(303) 222-2128
(Registrant’s telephone number)
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 a Material Definitive Agreement
License Agreement and Purchase Agreement
On March 30, 2018, the Company amended the License Agreement
(“
License Agreement
“) and Common Stock Purchase Agreement (“
Purchase Agreement
”)
originally entered into with XOMA LLC in December 2017. The License Agreement was amended to add terms specifying the financial
responsibility for certain tasks related to the technology transfer. The Purchase Agreement was amended as follows: (1) adjusted
the total shares due upon the Initial Closing (as defined in the Purchase Agreement) from $5 million in value to 7,000,000 shares;
(2) increase the shares due upon a Qualified Financing (as defined in the Purchase Agreement) from $7 million in value to $8.5
million in value; and (3) increase the shares due upon the 2019 Closing (as defined in the Purchase Agreement) from $7 million
in value to $8.5 million in value. We anticipate the filing the amendments to the License Agreement and Purchase Agreement
with our next Quarterly Report filing on Form 10-Q for the three month period ended March 31, 2018.
Item 1.02. Termination of a Material
Definitive Agreement
The information disclosed in Item 5.02 of this Current Report
on Form 8-K is incorporated by reference into this Item 1.02.
Item 5.02. Departure of Directors or
Certain Officers; Election of Officers; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers.
On April 3, 2018, the Board of Directors (the “
Board
”)
of Rezolute, Inc. (the “
Company
”) appointed Dr. Hoyoung Huh as the Vice Chairman of the Board. With this appointment
on the Board, the Company agreed to terminate Dr. Huh’s amended and restated employment agreement dated October 2, 2016,
(the “
Employment Agreement
”). The termination of the Employment Agreement waives any future
obligations to Dr. Huh and the Company has not entered into any new agreements, arrangements or understandings with Dr. Huh regarding
this appointment.
Item 7.01. Regulation FD Disclosure.
On April 4, 2018, the Company issued the
press release attached hereto as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information set forth
herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes
of the Securities Exchange Act of 1934, as amended. The information set forth in Item 7.01 of this Current Report on Form 8-K shall
not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed
solely to satisfy the requirements of Regulation FD.
Item 9.01. Financial Statements and Exhibits
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*
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The exhibit relating to Item 7.01 is intended to be furnished
to, not filed with, the SEC pursuant to Regulation FD.
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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.
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ANTRIABIO, INC.
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DATE: April 4, 2018
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By:
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/s/ Morgan Fields
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Morgan Fields
Chief Accounting Officer
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EXHIBIT INDEX
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*
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The exhibit relating to Item 7.01 is intended to be furnished
to, not filed with, the SEC pursuant to Regulation FD.
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