As filed with the Securities and Exchange
Commission on December 18, 2020
Registration No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REZOLUTE, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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27-3440894
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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201 Redwood Shores Parkway, Suite 315
Redwood City, CA 94065
(650) 206-4507
(Address, Including
Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Nevan Elam
Chief Executive Officer
201 Redwood Shores Parkway, Suite 315
Redwood City, CA 94065
Telephone: (650) 206-4507
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Anthony W. Epps &
Michael L. Weiner
Dorsey & Whitney LLP
1400 Wewetta Street, Suite 400
Denver, CO 80202
(303) 629-3400
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, please check the following box. ☒
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the Registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act:
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Large accelerated filer ☐
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Smaller reporting company x
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Accelerated Filer ☐
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Emerging growth company ☐
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Non-accelerated filer x
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Proposed
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Proposed
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Maximum
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Maximum
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Aggregate Price
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Aggregate
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Amount of
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Title of Each Class of
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Amount to be
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Per Unit or
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Offering
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Registration
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Securities To Be Registered (1)
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Registered (1) (2)
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Share (2)
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Price (2)
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Fee (6)
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Common Stock, par value $0.001 per share
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N/A
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Preferred Stock, par value $0.001 per share
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N/A
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Debt Securities (3)
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N/A
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Warrants (4)
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N/A
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Rights
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N/A
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Units (5)
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N/A
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Total
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$
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200,000,000
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$
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21,820.00
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(1)
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There are being registered hereunder such indeterminate
(a) number of shares of Common Stock, (b) number of shares of preferred stock, (c) principal amount of debt securities,
(d) number of warrants to purchase shares of Common Stock, preferred stock or debt securities, (e) number of rights
to purchase an indeterminate number of shares of Common Stock, shares of preferred stock, debt securities or warrants, and (f) number
of units, consisting of some or all of these securities, all as will have an aggregate initial offering price not to exceed $200,000,000.
Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. The securities
registered also include such indeterminate amounts and numbers of shares of Common Stock and shares of preferred stock and such
indeterminate principal amounts of debt securities as may be issued upon exercise of warrants, upon conversion of or exchange
for debt securities that provide for conversion or exchange, or pursuant to anti-dilution provisions of any such securities. No
separate consideration will be received for any shares of Common Stock, preferred stock, or principal amounts of debt securities
so issued upon conversion or exchange. Pursuant to Rule 416(a), this registration statement also covers any additional securities
that may be offered or issued in connection with any stock split, stock dividend or similar transaction.
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(2)
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Pursuant to General Instruction II.D of Form S-3,
the amount of securities to be registered for each class of securities, the proposed maximum offering price per unit for each
class of securities and the proposed aggregate offering price of each class of securities are not specified.
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(3)
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If any debt securities are issued at an original issue
discount, then the offering price of such debt securities shall be in such greater principal amount as shall result in an aggregate
initial offering price not to exceed $200,000,000, less the aggregate dollar amount of all securities previously issued hereunder.
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(4)
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Includes warrants to purchase shares of Common Stock,
warrants to purchase shares of preferred stock and warrants to purchase debt securities.
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(5)
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Consisting of some or all of the securities listed above,
in any combination, including shares of Common Stock, shares of preferred stock, debt securities, warrants and rights.
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(6)
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The registration fee has been calculated in accordance
with Rule 457(o) under the Securities Act.
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EXPLANATORY NOTE
This registration statement contains two
prospectuses:
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a base prospectus, which covers the offering, issuance and sale of up to $200,000,000 of the registrant’s Common Stock, preferred stock, debt securities, warrants, rights and units; and
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a prospectus that covers the offering, issuance and sale of up to $50,000,000 of the registrant’s Common Stock that may be issued under an equity distribution agreement (the “Sales Agreement”) with Oppenheimer & Co. Inc. (“Oppenheimer”).
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The base prospectus immediately follows
this explanatory note. The Sales Agreement prospectus supplement immediately follows the base prospectus. The Common
Stock that may be offered, issued and sold by the registrant under the Sales Agreement prospectus supplement is included in the
$200,000,000 of securities that may be offered, issued and sold by the registrant under the base prospectus. Upon termination of
the Sales Agreement with Oppenheimer, any portion of the $50,000,000 included in the Sales Agreement prospectus supplement
that is not sold pursuant to the Sales Agreement will be available for sale in other offerings pursuant to the base prospectus,
and if no shares are sold under the Sales Agreement, the full $50,000,000 of securities may be sold in other offerings pursuant
to the base prospectus and a corresponding prospectus supplement.
The information in this
prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting
an offer to buy these securities in any state where such offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED
DECEMBER 18, 2020
PROSPECTUS
$200,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Rights
Units
We may offer for sale from time to time, either separately or
together in one or more offerings, our debt securities, common stock with a par value of $0.001 per share (“Common Stock”),
preferred stock, warrants, rights, and units (collectively, the “securities”).
The specific terms of any securities to be offered will be contained
in one or more supplements to this prospectus. Any prospectus supplement may also add, update or change information contained in
this prospectus. You should read this prospectus, any applicable prospectus supplement and the documents incorporated by reference
herein and therein carefully before you invest in any securities. This prospectus may not be used to sell securities unless
accompanied by a prospectus supplement describing the method and terms of the offering.
We may offer and sell the securities from time to time in amounts,
at prices and on other terms to be determined at the time of offering. We may offer and sell the securities to or through one or
more underwriters, dealers or agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers
or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or
discount arrangement between or among us and them will be set forth, or will be calculable from the information set forth, in any
applicable prospectus supplement. See the sections entitled “About this Prospectus” and “Plan of Distribution”
for more information.
Our Common Stock is listed on The Nasdaq Capital Market under
the symbol “RZLT”. On December 14, 2020, the last reported sale price for our Common Stock was $19.79 per share.
Each prospectus supplement to this prospectus will indicate if the securities offered thereby will be listed on any securities
exchange.
Investing in our securities involves risks. You should carefully
review the risks and uncertainties described under the heading “Risk Factors” beginning on page 6 of this prospectus,
any applicable prospectus supplement or any related free writing prospectus, and in any documents incorporated by reference herein
or therein before investing in our securities.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this prospectus is __, 202_
ABOUT THIS PROSPECTUS
This prospectus is part of a registration
statement on Form S-3 that Rezolute, Inc., a Delaware corporation, which is also referred to as the “Company,”
“Rezolute,” “we,” “us,” “ourselves” and “our,” has filed with the Securities
and Exchange Commission (the “SEC”) using a “shelf” registration procedure. Under this procedure, we may
offer and sell at any time and from time to time, in one or more offerings, any combination of the securities described in this
prospectus.
To understand the terms of the securities
offered by this prospectus, any applicable prospectus supplement, any free writing prospectus that we authorize and any pricing
supplement, you should carefully read this prospectus, any applicable prospectus supplement, any free writing prospectus that we
authorize and any pricing supplement, and all documents incorporated by reference herein or therein. You should rely only on the
information contained or incorporated by reference in this prospectus, any applicable prospectus supplement, any free writing prospectus
that we authorize and any pricing supplement. We have not authorized any person, including any salesman or broker, to provide information
other than that provided in this prospectus, any applicable prospectus supplement, any free writing prospectus that we authorize
or any pricing supplement. We do not take responsibility for, and can provide no assurance as to the reliability of, any information
that others may give you. We are not making an offer of the securities in any jurisdiction where the offer is not permitted. You
should assume that the information in this prospectus, any applicable prospectus supplement, any free writing prospectus that we
authorize and any pricing supplement is accurate only as of the date on its cover page and that any information we have incorporated
by reference is accurate only as of the date of such document incorporated by reference was filed with the SEC. You should also
read the documents referred to under the heading “Where You Can Find More Information” for information regarding us
and our financial statements. Certain capitalized terms used in this prospectus are defined elsewhere in this prospectus.
This prospectus provides you with a general
description of the securities we may offer. Each time we offer securities, we will prepare and distribute a prospectus supplement
that will describe the specific amounts, prices and terms of that offering. That prospectus supplement may include a discussion
of any risk factors or other special considerations applicable to those securities. The prospectus supplement may also contain
information about any material U.S. federal income tax considerations relating to the securities covered by the prospectus supplement.
The prospectus supplement may also add, update or change information contained or incorporated by reference in this prospectus.
If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the
information in the prospectus supplement.
The registration statement containing this
prospectus, including the exhibits to the registration statement, provides additional information about us and the securities offered
under this prospectus.
The exhibits to the registration statement
contain the full text of certain contracts and other important documents we have summarized in this prospectus. You should review
the full text of these documents because these summaries may not contain all the information that you may find important in deciding
whether to purchase the securities we offer. The registration statement, including the exhibits, can be read at the SEC’s
website or at the SEC’s offices mentioned under the heading “Where You Can Find More Information.”
We may sell securities to underwriters who
will sell the securities to the public on terms fixed at the time of sale. In addition, the securities may be sold by us directly
or through dealers or agents designated from time to time, which agents may be affiliates of ours. If we, directly or through agents,
solicit offers to purchase the securities, we reserve the sole right to accept and, together with our agents, to reject, in whole
or in part, any offer.
A prospectus supplement will also contain,
with respect to the securities being offered thereby, the names of any underwriters, dealers or agents, together with the terms
of the offering, the compensation of any underwriters, dealers or agents and the net proceeds to us.
Any underwriters, dealers or agents participating
in any offering may be deemed “underwriters” within the meaning of the Securities Act of 1933, as amended, which we
refer to in this prospectus as the “Securities Act.”
This prospectus may not be used to sell
any securities unless accompanied by a prospectus supplement.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports,
proxy statements and other information with the SEC. You may obtain such SEC filings from the SEC’s website at http://www.sec.gov/edgar/searchedgar/companysearch.html.
Copies of our periodic and current reports and proxy statements, may also be obtained, free of charge, on our website at www.rezolutebio.com.
This reference to our Internet address is for informational purposes only and the information contained on or accessible through
such Internet address is not and shall not be deemed to be incorporated by reference into this prospectus.
As permitted by SEC rules, this prospectus
does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules
we file with the SEC. You may refer to the registration statement, exhibits and schedules for more information about us and the
securities. The registration statement, exhibits and schedules are available through the SEC’s website or at its public reference
room.
INCORPORATION BY REFERENCE
In this prospectus, we “incorporate
by reference” certain information that we file with the SEC, which means that we can disclose important information to you
by referring you to that information. The information we incorporate by reference is an important part of this prospectus, and
later information that we file with the SEC will automatically update and supersede this information. The following documents or
information have been filed by us with the SEC and are incorporated by reference into this prospectus (other than, in each case,
documents or information that are or are deemed to have been furnished rather than filed in accordance with SEC rules, including
disclosure furnished under Items 2.02 or 7.01 of Form 8-K):
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Annual Report
on Form 10-K for the fiscal year ended June 30, 2020 filed with the SEC on
October 13, 2020;
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Quarterly Report
on Form 10-Q for the quarter ended September 30, 2020 filed with the SEC on
November 12, 2020;
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Description of
our Common Stock contained in our Registration Statement on Form 8-A, as filed with
the SEC on November 4, 2020 including any amendment or report filed for the purpose
of updating such description.
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All documents and reports that we file with
the SEC (other than, in each case, documents or information that are or are deemed to have been furnished rather than filed in
accordance with SEC rules) under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which
we refer to in this prospectus as the “Exchange Act,” from the date of this prospectus until the completion of the
offering under this prospectus shall be deemed to be incorporated by reference into this prospectus. Unless specifically stated
to the contrary, none of the information we disclose under Items 2.02 or 7.01 of any Current Report on Form 8-K that we may
from time to time furnish to the SEC will be incorporated by reference into, or otherwise included in, this prospectus. The information
contained on or accessible through any websites, including our website, is not and shall not be deemed to be incorporated by reference
into this prospectus.
You may request a copy of these filings,
other than an exhibit to these filings unless we have specifically included or incorporated that exhibit by reference into the
filing, at no cost, by writing or telephoning us at the following address:
Rezolute, Inc.
201 Redwood Shores Parkway, Suite 315
Redwood City, CA 94065
(650) 206-4507
Any statement contained in a document incorporated
or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained in this prospectus, any prospectus supplement, or any other subsequently filed
document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement
so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus, and the documents incorporated
by reference herein, contain certain “forward-looking statements” within the meaning of Section 27A of the Securities
Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995, and are based on management’s
current expectations. These forward-looking statements can be identified by the use of forward-looking terminology, including,
but not limited to, “believes,” “may,” “will,” “would,” “should,” “expect,”
“anticipate,” “seek,” “see,” “confidence,” “trends,” “intend,”
“estimate,” “on track,” “are positioned to,” “on course,” “opportunity,”
“continue,” “project,” “guidance,” “target,” “forecast,” “anticipated,”
“plan,” “potential” and the negative of these terms or comparable terms.
Various factors could adversely affect our
operations, business or financial results in the future and cause our actual results to differ materially from those contained
in the forward-looking statements, including those factors discussed under “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” or otherwise discussed in our Annual Report on
Form 10-K for the fiscal year ended June 30, 2020, our Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2020, and in our other filings made from time to time with the SEC after the date of this prospectus.
For additional information about factors
that could cause actual results to differ materially from those described in the forward-looking statements, please see the documents
that we have filed with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K and other documents and reports filed from time to time with the SEC.
All subsequent forward-looking statements
attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained
or referred to in this section. We are not under any obligation to, and expressly disclaim any obligation to, update or alter any
forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise.
THE COMPANY
We are a clinical stage biopharmaceutical
company specializing in the development of innovative drug therapies to improve the lives of patients with metabolic and orphan
diseases
Recent Developments
On October 8,
2020, we filed with the Secretary of State of the State of Delaware, a Certificate of Amendment to our Certificate of Incorporation
(the “Certificate of Amendment”), which was approved by our stockholders at our special meeting of stockholders held
on October 23, 2019 and by our board of directors on October 7, 2020. The Certificate of Amendment effected a 1-for-50
reverse stock split of our Common Stock (the “Reverse Split”), in which every fifty (50) shares of Common Stock issued
and outstanding as of October 9, 2020 were combined and converted into one (1) share of Common Stock. In connection with
the Reverse Split, proportionate adjustments were made to increase the per share exercise prices and decrease the number of shares
of Common Stock issuable upon exercise of stock options and warrants whereby approximately the same aggregate price is required
to be paid for such securities upon exercise as had been payable immediately preceding the Reverse Split. While the Reverse Split
decreased the number of outstanding shares of Common Stock, it did not change the total number of shares of Common Stock or preferred
stock authorized for issuance by us, nor did it change the par value of the Common Stock or preferred stock. The first day of trading
after the Reverse Stock Split was on October 13, 2020. Unless otherwise indicated, the share numbers contained herein give
effect to the Reverse Split.
On October 9,
2020 we issued 2,484,853 shares of Common Stock and 820,001 Unit Warrants which resulted in net proceeds of approximately $37.5
million (referred to herein as the “Unit Financing”). On November 3, 2020, our shares of Common Stock were approved
for listing on the Nasdaq Capital Market under the symbol RZLT and the initial day of trading was on November 9, 2020.
Our Pipeline
Our lead clinical asset,
RZ358, is an antibody therapy in Phase 2b development as a potential treatment for congenital hyperinsulinism (“CHI”),
an ultra-rare pediatric genetic disorder. In February 2020, we announced the initiation of the RZ358-606 Phase 2b study (“RIZE”)
globally at multiple study centers. Prior to COVID-19, we had planned to complete the RIZE study by the middle of calendar year
2021. In March 2020, we paused the RIZE study as a result of the COVID-19 pandemic. As the COVID-19 pandemic abates in different
regions, we are resuming clinical activities including trial site initiations. We believe that patient enrollment will recommence
by the end of calendar year 2020. Further, if we can begin enrolling patients on this timeframe, we believe we will be able to
complete the RIZE study in the second half of calendar year 2021.
In addition, in the
first half of calendar year 2020, we had positive interactions with the U.S. Food and Drug Administration (“FDA”).
In June 2020, we announced that FDA granted us Rare Pediatric Disease (“RPD”) designation for RZ358, which qualifies
us to receive a priority review voucher upon marketing approval of the drug in CHI. Such a voucher could be redeemed to receive
a priority review of a subsequent marketing application for any drug candidate in any disease indication. Further, we submitted
the RIZE protocol to FDA which allows us to expand the study to clinical sites in the United States. We believe that patient enrollment
may commence in the United States in the first quarter of calendar year 2021.
Our
next program, RZ402, is an oral therapy, targeting diabetic macular edema (“DME”). On October 28, 2020, we submitted
an IND to the FDA that will require us to make the first milestone payment of $1.0 million within 15 days after acceptance of the
IND by the FDA. The FDA accepted our IND filing on December 1, 2020 and we anticipate initiation of a Phase 1 clinical trial
for RZ402 prior to the end of the first quarter of calendar year 2021.
RZ358
CHI is an ultra-rare
pediatric genetic disorder characterized by excessive production of insulin by the pancreas. CHI is caused by mutations in about
a dozen known genes associated with pancreatic beta cells and their secretion of insulin. If untreated, it can lead to dangerously
low blood sugar levels. Rezolute’s lead candidate, RZ358, is an antibody in Phase 2b development that is designed to prevent
severe, persistent low blood sugar in patients with CHI.
RZ358 is an intravenously
administered human monoclonal antibody that binds to a unique site on the insulin receptor found across effector cells throughout
the body in the liver, fat, and muscle. This action allows RZ358 to counteract the effects of elevated insulin in the body. Its
unique allosteric mechanism of action is reversible, depends on both insulin levels and blood sugar levels in a dose-dependent
manner, and enables patients to achieve normal levels of insulin and glucose. Therefore, we believe that RZ358 is ideally suited
as a potential therapy for conditions characterized by excessive insulin production and it is being developed to treat hyperinsulinemia
and prevent low blood sugar for diseases such as CHI. As RZ358 acts downstream from the beta cells, across effector cells in the
liver, fat, and muscle, it may be universally effective at treating CHI caused by any of the underlying genetic defects.
The RIZE study is a
multi-center, open-label, repeat-dose Phase 2b study of RZ358 in four sequential dosing cohorts of patients with CHI who are at
least two years old and have residual low blood sugar (<70 mg/dL) that is inadequately controlled on existing therapies. In
addition to safety and pharmacokinetic evaluations, continuous glucose monitoring (“CGM”) and self-monitored blood
glucose will be utilized to evaluate several glycemic efficacy endpoints. The primary endpoint is the time within a glucose target
range of 70-180 mg/dL by CGM during weeks 4 and 8 of treatment compared to baseline.
RZ402
DME is a severe complication
of diabetes marked by progressive vision loss and blindness. Consistently high blood sugar levels can cause diabetic retinopathy,
a complication characterized by damage to the blood vessels in the eye and fluid leakage into the light-sensitive tissue known
as the retina. The accumulation of fluid may lead to DME, or swelling of the macula, the part of the retina responsible for sharp,
straight-ahead vision. Currently available treatments for DME involve frequent burdensome injections into the eye or invasive laser
surgery.
Rezolute is developing
RZ402, a small molecule plasma kallikrein inhibitor (“PKI”) for use in DME. As a once-daily oral investigational therapy,
RZ402 is designed to improve compliance and treatment outcomes for patients with DME. Elevated plasma levels of the enzyme kallikrein
have been associated with increased inflammation, vessel leakage and excess blood vessel growth in the eyes of patients with DME.
Genetic and pharmacologic knockout of plasma kallikrein have been shown to protect against vascular endothelial growth factor (“VEGF”)
induced retinal blood vessel leakage in murine models without damaging long-term effects.
RZ402 is a bioavailable small molecule
inhibitor of plasma kallikrein that has shown the potential to prevent the onset of and reverse vascular leakage in a dose-dependent
manner in multiple rodent models of whole body and retinal vascular leakage. Target plasma concentrations were exceeded for 24
hours following oral dosing of RZ402 in monkeys and dogs, supporting the potential for once daily dosing in humans. Rezolute has
completed a pre-IND meeting with the FDA and the IND-enabling toxicology studies in preparation for filing an IND.
Competition
We face competition
from pharmaceutical and biotechnology companies, academic institutions, governmental agencies, and private research organizations
in recruiting and retaining highly qualified scientific personnel and consultants and in the development and acquisition of technologies.
There are a handful
of companies developing therapies for CHI that are potential competitors to RZ358. Zealand Pharma is one such company.
There are a handful
of companies developing oral therapies for diabetic macular edema that are potential competitors to the plasma kallikrein inhibitor
therapy, KalVista Pharmaceuticals being one such company.
Government Regulation
Regulation by governmental
authorities in the U.S. and other countries is a significant factor in the development, manufacture and marketing of pharmaceutical
products. All of our potential products will require regulatory approval by governmental agencies prior to commercialization. In
particular, pharmaceutical therapies are subject to rigorous preclinical testing and clinical trials and other pre-market approval
requirements by the FDA and regulatory authorities in foreign countries. Various federal, state and foreign statutes and regulations
also govern or influence the manufacturing, safety, labeling, storage, record keeping and marketing of such products.
We are also subject
to various federal, state, and local laws, regulations and recommendations relating to safe working conditions; laboratory and
manufacturing practices; the experimental use of animals; and the use and disposal of hazardous or potentially hazardous substances,
including radioactive compounds and infectious disease agents, used in connection with our research, development and manufacturing.
Employees
As of December 14,
2020, we had 21 full-time employees, all of whom have experience with pharmaceutical, biotechnology or medical product companies.
None of our employees or contractors are covered by collective bargaining agreements.
Corporate Information
We were incorporated
in Delaware in 2010. We maintain executive offices located at 201 Redwood Shores Parkway, Suite 315, Redwood City, CA 94065
and our phone number is (650) 206-4507. Our website is located at www.rezolutebio.com. The information contained in,
or that can be accessed through, our website is not part of, and is not incorporated into this document.
RISK FACTORS
Investing in shares
of our Common Stock involves significant risks. Please see the risk factor below and the additional risk factors set forth under
the heading “Risk Factors” in Item 1A. of our most recent Annual Report on Form 10-K for the fiscal year ended June 30, 2020, and in Part II, Item 1A. of our most recent Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020, each of which are on file with the SEC and are incorporated by reference in this prospectus. These
risks may be revised or supplemented in future filings of our Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K,
which are also incorporated by reference in this prospectus. Before making an investment decision, you should carefully consider
these risks as well as other information we include or incorporate by reference in this prospectus.
Risks Related to Our Governing Documents
Our Certificate of Incorporation
provides that the Court of Chancery of the State of Delaware is the exclusive forum for certain litigation that may be initiated
by our stockholders, including claims under the Securities Act, which could limit our stockholders’ ability to obtain a favorable
judicial forum for disputes with us or our directors, officers or employees.
Our Certificate of
Incorporation provides that the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the
sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting
a claim for breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any
action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our certificate of incorporation
or our bylaws or (iv) any action asserting a claim governed by the internal affairs doctrine. The choice of forum provision
may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our
directors, officers, employees or agents, which may discourage such lawsuits against us and our directors, officers, employees
and agents. Stockholders who do bring a claim in the Court of Chancery could face additional litigation costs in pursuing any such
claim, particularly if they do not reside in or near the State of Delaware. The Court of Chancery may also reach different judgments
or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise
choose to bring the action, and such judgments or results may be more favorable to us than to our stockholders. Alternatively,
if a court were to find the choice of forum provision contained in our certificate of incorporation to be inapplicable or unenforceable
in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely
affect our business and financial condition. Notwithstanding the foregoing, the exclusive provision shall not preclude or contract
the scope of exclusive federal or concurrent jurisdiction for actions brought under the Securities Exchange Act of 1934, as amended,
or the Securities Act of 1933, as amended, or the respective rules and regulations promulgated thereunder.
USE OF PROCEEDS
We intend to use the net proceeds from the
sales of the securities described in this prospectus as set forth in the applicable prospectus supplement.
DESCRIPTION OF DEBT SECURITIES
This section describes the general terms
and provisions of the debt securities that we may offer using this prospectus and the related indenture. This section is only a
summary and does not purport to be complete. You must look to a future prospectus supplement that will describe the relevant form
of debt security and the related indenture for a full understanding of all terms of any series of debt securities. The form of
debt security and the related indenture have been or will be filed or incorporated by reference as exhibits to the registration
statement of which this prospectus is a part. See “Where You Can Find More Information” for information on how to obtain
copies.
We may issue debt securities from time to
time, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the terms
we have summarized below will apply generally to any debt securities that we may offer under this prospectus, we will describe
the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement. The terms
of any debt securities offered under a prospectus supplement may differ from the terms described below. Unless otherwise mentioned
or unless the context requires otherwise, whenever we refer to the indenture, we also are referring to any supplemental indentures
that specify the terms of a particular series of debt securities.
We will issue the debt securities under
the indenture that we will enter into with the trustee named in the indenture. The indenture will be qualified under the Trust
Indenture Act of 1939, as amended, or the Trust Indenture Act. We have filed the form of indenture as an exhibit to the registration
statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of
the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus is a part or
will be incorporated by reference from reports that we file with the SEC.
The following summary of material provisions
of the debt securities and the indenture is subject to, and qualified in its entirety by reference to, all of the provisions of
the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplements and
any related free writing prospectuses related to the debt securities that we may offer under this prospectus, as well as the complete
indenture that contains the terms of the debt securities.
General
The indenture will not limit the amount
of debt securities that we may issue. It will provide that we may issue debt securities up to the principal amount that we may
authorize and may be in any currency or currency unit that we may designate. Except for the limitations on consolidation, merger
and sale of all or substantially all of our assets that may be contained in the indenture, the terms of the indenture will not
contain any covenants or other provisions designed to give holders of any debt securities protection against changes in our operations,
financial condition or transactions involving us.
We may issue the debt securities issued
under the indenture as “discount securities,” which means they may be sold at a discount below their stated principal
amount. These debt securities, as well as other debt securities that are not issued at a discount, may be issued with “original
issue discount,” or OID, for U.S. federal income tax purposes because of interest payment and other characteristics or terms
of the debt securities. Material U.S. federal income tax considerations applicable to debt securities issued with OID will be described
in more detail in the applicable prospectus supplement.
We will describe in the applicable prospectus
supplement the terms of the series of debt securities being offered, including:
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the title of the series of debt securities;
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any limit upon the aggregate principal amount that may be issued;
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the maturity date or dates;
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the form of the debt securities of the series;
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the applicability of any guarantees;
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whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;
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whether the debt securities rank as senior debt, senior subordinated debt, subordinated debt or any combination thereof, and
the terms of any subordination;
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if the price (expressed as a percentage of the aggregate principal amount thereof) at which such debt securities will be issued
is a price other than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration
of the maturity thereof, or if applicable, the portion of the principal amount of such debt securities that is convertible into
another security or the method by which any such portion shall be determined;
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the interest rate or rates, which may be fixed or variable, or the method for determining the rate and the date interest will
begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining
such dates;
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our right, if any, to defer payment of interest and the maximum length of any such deferral period;
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if applicable, the date or dates after which, or the period or periods during which, and the price or prices at which, we may,
at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions and the terms
of those redemption provisions;
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the date or dates, if any, on which, and the price or prices at which we are obligated, pursuant to any mandatory sinking fund
or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities
and the currency or currency unit in which the debt securities are payable;
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the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral
multiple thereof;
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any and all terms, if applicable, relating to any auction or remarketing of the debt securities of that series and any security
for our obligations with respect to such debt securities and any other terms which may be advisable in connection with the marketing
of debt securities of that series;
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whether the debt securities of the series shall be issued in whole or in part in the form of a global security or securities;
the terms and conditions, if any, upon which such global security or securities may be exchanged in whole or in part for other
individual securities; and the depositary for such global security or securities;
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if applicable, the provisions relating to conversion or exchange of any debt securities of the series and the terms and conditions
upon which such debt securities will be so convertible or exchangeable, including the conversion or exchange price, as applicable,
or how it will be calculated and may be adjusted, any mandatory or optional (at our option or the holders’ option) conversion
or exchange features, the applicable conversion or exchange period and the manner of settlement for any conversion or exchange;
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if other than the full principal amount thereof, the portion of the principal amount of debt securities of the series which
shall be payable upon declaration of acceleration of the maturity thereof;
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additions to or changes in the covenants applicable to the particular debt securities being issued, including, among others,
the consolidation, merger or sale covenant;
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additions to or changes in the events of default with respect to the securities and any change in the right of the trustee
or the holders to declare the principal, premium, if any, and interest, if any, with respect to such securities to be due and payable;
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additions to or changes in or deletions of the provisions relating to covenant defeasance and legal defeasance;
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additions to or changes in the provisions relating to satisfaction and discharge of the indenture;
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additions to or changes in the provisions relating to the modification of the indenture both with and without the consent of
holders of debt securities issued under the indenture;
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the currency of payment of debt securities if other than U.S. dollars and the manner of determining the equivalent amount in
U.S. dollars;
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whether interest will be payable in cash or additional debt securities at our or the holders’ option and the terms and
conditions upon which the election may be made;
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the terms and conditions, if any, upon which we will pay amounts in addition to the stated interest, premium, if any, and principal
amounts of the debt securities of the series to any holder that is not a “United States person” for federal tax purposes;
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any restrictions on transfer, sale or assignment of the debt securities of the series; and
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any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, any other additions
or changes in the provisions of the indenture, and any terms that may be required by us or advisable under applicable laws or regulations.
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Conversion or Exchange Rights
We will set forth in the applicable prospectus
supplement the terms on which a series of debt securities may be convertible into or exchangeable for our Common Stock or our other
securities. We will include provisions as to settlement upon conversion or exchange and whether conversion or exchange is mandatory,
at the option of the holder or at our option. We may include provisions pursuant to which the number of shares of our Common Stock
or our other securities that the holders of the series of debt securities receive would be subject to adjustment.
Consolidation, Merger or Sale
Unless we provide otherwise in the prospectus
supplement applicable to a particular series of debt securities, the indenture will not contain any covenant that restricts our
ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of our assets as an entirety or substantially as
an entirety. However, any successor to or acquirer of such assets (other than a subsidiary of ours) must assume all of our obligations
under the indenture or the debt securities, as appropriate.
Events of Default under the Indenture
Unless we provide otherwise in the prospectus
supplement applicable to a particular series of debt securities, the following are events of default under the indenture with respect
to any series of debt securities that we may issue:
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if we fail to pay any installment of interest on any series of debt securities, as and when the same shall become due and payable,
and such default continues for a period of 90 days; provided, however, that a valid extension of an interest payment period by
us in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment of interest
for this purpose;
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if we fail to pay the principal of, or premium, if any, on any series of debt securities as and when the same shall become
due and payable whether at maturity, upon redemption, by declaration or otherwise, or in any payment required by any sinking or
analogous fund established with respect to such series; provided, however, that a valid extension of the maturity of such debt
securities in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment of
principal or premium, if any;
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if we fail to observe or perform any other covenant or agreement contained in the debt securities or the indenture, other than
a covenant specifically relating to another series of debt securities, and our failure continues for 90 days after we receive written
notice of such failure, requiring the same to be remedied and stating that such is a notice of default thereunder, from the trustee
or holders of at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and
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if specified events of bankruptcy, insolvency or reorganization occur.
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If an event of default with respect to debt
securities of any series occurs and is continuing, other than an event of default specified in the last bullet point above, the
trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice
to us in writing, and to the trustee if notice is given by such holders, may declare the unpaid principal of, premium, if any,
and accrued interest, if any, of such series of debt securities due and payable immediately. If an event of default specified in
the last bullet point above occurs with respect to us, the principal amount of and accrued interest, if any, of each issue of debt
securities then outstanding shall be due and payable without any notice or other action on the part of the trustee or any holder.
The holders of a majority in principal amount
of the outstanding debt securities of an affected series may waive any default or event of default with respect to the series and
its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we
have cured the default or event of default in accordance with the indenture. Any waiver shall cure the default or event of default.
Subject to the terms of the indenture, if
an event of default under an indenture shall occur and be continuing, the trustee will be under no obligation to exercise any of
its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities,
unless such holders have offered the trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding
debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy
available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities of that
series, provided that:
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the direction so given by the holder is not in conflict with any law or the applicable indenture; and
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subject to its duties under the Trust Indenture Act, the trustee need not take any action that might involve it in personal
liability or might be unduly prejudicial to the holders not involved in the proceeding.
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A holder of the debt securities of any series
will have the right to institute a proceeding under the indenture or to appoint a receiver or trustee, or to seek other remedies
only if:
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the holder has given written notice to the trustee of a continuing event of default with respect to that series;
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the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made written
request;
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such holders have offered to the trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred
by the trustee in compliance with the request; and
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the trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount
of the outstanding debt securities of that series other conflicting directions within 90 days after the notice, request and offer.
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These limitations do not apply to a suit
instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt
securities.
We will periodically file statements with
the trustee regarding our compliance with specified covenants in the indenture.
Modification of Indenture; Waiver
Unless we provide otherwise in the prospectus
supplement applicable to a particular series of debt securities, we and the trustee may change an indenture without the consent
of any holders with respect to specific matters:
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to cure any ambiguity, defect or inconsistency in the indenture or in the debt securities of any series;
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to comply with the provisions described above under “Description of Debt Securities—Consolidation, Merger or Sale;
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to provide for uncertificated debt securities in addition to or in place of certificated debt securities;
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to add to our covenants, restrictions, conditions or provisions such new covenants, restrictions, conditions or provisions
for the benefit of the holders of all or any series of debt securities, to make the occurrence, or the occurrence and the continuance,
of a default in any such additional covenants, restrictions, conditions or provisions an event of default or to surrender any right
or power conferred upon us in the indenture;
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to add to, delete from or revise the conditions, limitations, and restrictions on the authorized amount, terms, or purposes
of issue, authentication and delivery of debt securities, as set forth in the indenture;
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to make any change that does not adversely affect the interests of any holder of debt securities of any series in any material
respect;
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to provide for the issuance of and establish the form and terms and conditions of the debt securities of any series as provided
above under “Description of Debt Securities—General” to establish the form of any certifications required to
be furnished pursuant to the terms of the indenture or any series of debt securities, or to add to the rights of the holders of
any series of debt securities;
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to evidence and provide for the acceptance of appointment under any indenture by a successor trustee; or
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to comply with any requirements of the SEC in connection with the qualification of any indenture under the Trust Indenture
Act.
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In addition, under the indenture, the rights
of holders of a series of debt securities may be changed by us and the trustee with the written consent of the holders of at least
a majority in aggregate principal amount of the outstanding debt securities of each series that is affected. However, unless we
provide otherwise in the prospectus supplement applicable to a particular series of debt securities, we and the trustee may make
the following changes only with the consent of each holder of any outstanding debt securities affected:
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extending the fixed maturity of any debt securities of any series;
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reducing the principal amount, reducing the rate of or extending the time of payment of interest, or reducing any premium payable
upon the redemption of any series of any debt securities; or
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reducing the percentage of debt securities, the holders of which are required to consent to any amendment, supplement, modification
or waiver.
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Discharge
The indenture will provide that we can elect
to be discharged from our obligations with respect to one or more series of debt securities, except for specified obligations,
including obligations to:
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register the transfer or exchange of debt securities of the series;
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replace stolen, lost or mutilated debt securities of the series;
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pay principal of and premium and interest on any debt securities of the series;
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maintain paying agencies;
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hold monies for payment in trust;
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recover excess money held by the trustee;
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compensate and indemnify the trustee; and
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appoint any successor trustee.
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In order to exercise our rights to be discharged,
we must deposit with the trustee money or government obligations sufficient to pay all the principal of, any premium, and interest
on, the debt securities of the series on the dates payments are due.
We will issue the debt securities of each
series only in fully registered form without coupons and, unless we provide otherwise in the applicable prospectus supplement,
in denominations of $1,000 and any integral multiple thereof. The indenture will provide that we may issue debt securities
of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The
Depository Trust Company, or DTC, or another depositary named by us and identified in the applicable prospectus supplement with
respect to that series. To the extent the debt securities of a series are issued in global form and as book-entry, a description
of terms relating to any book-entry securities will be set forth in the applicable prospectus supplement.
At the option of the holder, subject to
the terms of the indenture and the limitations applicable to global securities described in the applicable prospectus supplement,
the holder of the debt securities of any series will be able to exchange the debt securities for other debt securities of the same
series, in any authorized denomination and of like tenor and aggregate principal amount.
Subject to the terms of the indenture and
the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities
may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed
thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office
of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents
for transfer or exchange, we will impose no service charge for any registration of transfer or exchange, but we may require payment
of any taxes or other governmental charges.
We will name in the applicable prospectus
supplement the security registrar, and any transfer agent in addition to the security registrar, that we initially designate for
any debt securities. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or
approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent
in each place of payment for the debt securities of each series.
If we elect to redeem the debt securities
of any series, we will not be required to:
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issue, register the transfer of, or exchange any debt securities of that series during a period beginning at the opening of
business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption
and ending at the close of business on the day of the mailing; or
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register the transfer of or exchange of any debt securities so selected for redemption, in whole or in part, except the unredeemed
portion of any debt securities we are redeeming in part.
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Information Concerning the Trustee
The trustee, other than during the occurrence
and continuance of an event of default under an indenture, will undertake to perform only those duties as are specifically set
forth in the applicable indenture. Upon an event of default under an indenture, the trustee must use the same degree of care as
a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the trustee is under
no obligation to exercise any of the powers given it by the indenture at the request of any holder of debt securities unless it
is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.
Payment and Paying Agents
Unless we otherwise indicate in the applicable
prospectus supplement, we will make payment of the interest on any debt securities on any interest payment date to the person in
whose name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular record
date for the interest.
We will pay principal of and any premium
and interest on the debt securities of a particular series at the office of the paying agents designated by us, except that unless
we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check that we will mail to the
holder or by wire transfer to certain holders. Unless we otherwise indicate in the applicable prospectus supplement, we will designate
the corporate trust office of the trustee as our sole paying agent for payments with respect to debt securities of each series.
We will name in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities
of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.
All money we pay to a paying agent or the
trustee for the payment of the principal of or any premium or interest on any debt securities that remains unclaimed at the end
of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt
security thereafter may look only to us for payment thereof.
Governing Law
The indenture and the debt securities, and
any claim, controversy or dispute arising under or related to the indenture or the debt securities, will be governed by and construed
in accordance with the laws of the State of New York, except to the extent that the Trust Indenture Act is applicable.
DESCRIPTION OF CAPITAL STOCK
General
This prospectus describes the general terms
of our capital stock. For a more detailed description of our capital stock, you should read the applicable provisions of the Delaware
General Corporation Law, or DGCL, and our charter and bylaws.
Common Stock
Our certificate of incorporation provides
authority for us to issue up to 500,000,000 shares of Common Stock, par value $0.001 per share. As of December 14, 2020, there
were 8,352,277 shares of our Common Stock outstanding. Under Delaware law, stockholders generally are not personally liable for
our debts or obligations solely as a result of their status as stockholders. Our outstanding shares of Common Stock are, and any
shares offered by this prospectus will be, when issued and paid for, fully paid and nonassessable.
Holders of our Common
Stock are entitled to one vote per share on all matters submitted to our stockholders for a vote. There are no cumulative voting
rights in the election of directors. Our shares of Common Stock are entitled to receive such dividends as may be declared and paid
by our Board of Directors out of funds legally available therefor and to share ratably in the net assets, if any, of Rezolute upon
liquidation. Our stockholders have no preemptive rights to purchase any shares of our capital stock. Our Certificate of Incorporation
provides that the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative
action or proceeding brought on our behalf, (ii) any action asserting a claim for breach of a fiduciary duty owed by any of
our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant
to any provision of the Delaware General Corporation Law, our certificate of incorporation or our bylaws or (iv) any action
asserting a claim governed by the internal affairs doctrine. Notwithstanding this exclusive forum provision, the exclusive forum
provision shall not preclude or contract the scope of exclusive federal or concurrent jurisdiction for actions brought under the
Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, or the respective rules and regulations
promulgated thereunder.
Preferred Stock
Our certificate of incorporation provides
authority for us to issue up to 20,000,000 shares of preferred stock, par value $0.001 per share. Our Board of Directors is authorized,
without further stockholder action, to establish various series of preferred stock from time to time and to determine the rights,
preferences and privileges of any unissued series including, among other matters, any dividend rights, dividend rates, conversion
rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms, the number of shares constituting any
such series, and the description thereof and to issue any such shares. As of December 14, 2020, there are no issued and outstanding
shares of preferred stock and our Board of Directors has not designated any series of preferred stock for future issuance.
The rights of the holders of our Common
Stock will be subject to, and may be adversely affected by, the rights of holders of any preferred stock that may be issued in
the future. Such rights may include voting and conversion rights which could adversely affect the holders of the Common Stock.
Satisfaction of any dividend or liquidation preferences of outstanding preferred stock would reduce the amount of funds available,
if any, for the payment of dividends or liquidation amounts on Common Stock.
A prospectus supplement, relating to any
offered class or series of preferred stock, will specify the following terms of such class or series, as applicable:
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the designation of such class or series of our $0.001 par value preferred stock;
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the number of shares of such class or series of preferred stock offered, the liquidation preference per share and the offering
price of such class or series of preferred stock;
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the dividend rate(s), period(s), and/or payment date(s) or method(s) of calculation thereof applicable to such class
or series of preferred stock;
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whether dividends on such class or series of preferred stock are cumulative or not and, if cumulative, the date from which
dividends on such class or series of preferred stock shall accumulate;
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the provision for a sinking fund, if any, for such class or series of preferred stock;
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the provision for redemption, if applicable, of such class or series of preferred stock;
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any listing of such class or series of preferred stock on any securities exchange;
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the preemptive rights, if any, of such class or series of preferred stock;
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the terms and conditions, if applicable, upon which shares such class or series of preferred stock will be convertible into
shares of our Common Stock or shares of any other class or series of our stock or other securities, including the conversion price
(or manner of calculation thereof);
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a discussion of any additional material federal income tax consequences applicable to an investment in such class or series
of preferred stock;
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the relative ranking and preferences of such class or series of preferred stock as to dividend rights and rights upon liquidation,
dissolution or winding up of the affairs of our Company;
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any limitations on issuance of any class or series of stock ranking senior to or on parity with such class or series of preferred
stock as to dividend rights and rights upon liquidation, dissolution or winding up of the affairs of our Company;
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any voting rights of such class or series of preferred stock; and
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any other specific terms, preferences, rights, limitations or restrictions of such class or series of preferred stock.
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Transfer Agent and Registrar
The transfer agent of our Common Stock is
Issuer Direct Corporation. Their address is One Glenwood Avenue, Suite 1001, Raleigh, NC 27306.
DESCRIPTION OF OTHER SECURITIES
Warrants
We may issue warrants to purchase certain
of the securities described in this prospectus. Unless otherwise provided in the applicable prospectus supplement, each series
of warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent. Additional information
regarding any warrants we may offer, and the related warrant agreement will be set forth in the applicable prospectus supplement.
As of December 14, 2020, we had certain
warrants issued in our October 9, 2020 Unit Financing (the “Unit Warrants”) to purchase 820,001 shares of Common
Stock with an exercise price of $19.50 per share that were outstanding. In addition, as of December 14, 2020, other warrants
to purchase an aggregate of 618,307 shares at a weighted-average exercise price of $57.46 per share were outstanding. All of our
outstanding warrants are currently exercisable, except to the extent that certain of the Unit Warrants are subject to a blocker
provision, which restricts the exercise of a warrant if, as a result of such exercise, the warrant holder, together with its affiliates
and any other person whose beneficial ownership of Common Stock would be aggregated with the warrant
holder’s for purposes of Section 13(d) of the Exchange Act, would beneficially own in excess of 4.99%, 9.99%, or
14.99% of our then issued and outstanding shares of Common Stock (including the shares of Common Stock issuable upon such exercise),
as such percentage ownership is determined in accordance with the terms of such warrant. All of our outstanding warrants contain
provisions for the adjustment of the exercise price in the event of stock dividends, stock splits or similar transactions. In addition,
the Unit Warrants contain a “cashless exercise” feature that allows the holders thereof to exercise the warrants without
a cash payment to us under certain circumstances.
Rights
We may issue rights
to purchase our Common Stock, preferred stock, or other securities. Rights may be issued independently or together with any other
offered security and may or may not be transferable by the person purchasing or receiving the subscription rights. In connection
with any rights offering to our stockholders, we may enter into a standby underwriting arrangement with one or more underwriters
pursuant to which the underwriters will purchase any of the offered securities remaining unsubscribed after the expiration of the
rights offering. In connection with a rights offering to our shareholders, we will distribute certificates evidencing the rights
and an applicable prospectus supplement to our shareholders on the record date that we set for receiving rights in the rights offering.
The particular terms
and provisions of the rights offered by any prospectus supplement, and the extent to which the general terms and provisions described
below may apply thereto, will be described in the prospectus supplement filed in respect of such rights. This description will
include, where applicable:
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the title of the rights;
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the securities for which the rights are exercisable;
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the exercise price for the rights;
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the date of determining the security holders entitled to the rights distribution;
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the number of the rights issued to each security holder;
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the extent to which the rights are transferable;
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if applicable, a discussion of the material United States federal income tax considerations applicable to the issuance or exercise
of the rights;
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the date on which the right to exercise the rights shall commence, and the date on which the rights shall expire (subject to
any extension);
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the conditions to completion of the rights offering;
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any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the rights;
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the extent to which the rights include an over-subscription privilege with respect to unsubscribed securities;
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if applicable, the material terms of any standby underwriting or other purchase arrangement that we may enter into in connection
with the rights offering; and
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any other terms of the rights, including terms, procedures and limitations relating to the exchange and exercise of the right.
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Units
We may issue units comprised of one or more
of the securities described in this prospectus in any combination. Each unit will be issued so that the holder of the unit is also
the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of
each included security. The unit agreement, if any, under which a unit is issued may provide that the securities comprising the
unit may not be held or transferred separately, at any time or at any time before a specified date.
The particular terms and provisions of units
offered by any prospectus supplement, and the extent to which the general terms and provisions described below may apply thereto,
will be described in the prospectus supplement filed in respect of such units. This description will include, where applicable:
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the designation and aggregate number of units offered;
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the price at which the units will be offered;
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the currency or currencies in which the units are denominated;
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the terms of the units and of the securities comprising the units, including whether and under what circumstances those securities
may be held or transferred separately;
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the number of securities that may be purchased upon exercise of each unit and the price at which the currency or currencies
in which that amount of securities may be purchased upon exercise of each unit;
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any provisions for the issuance, payment, settlement, transfer, adjustment or exchange of the units or of the securities comprising
the units; and
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any other material terms of the units.
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We reserve the right to set forth in a prospectus
supplement specific terms of the units that are not within the options and parameters set forth in this prospectus. In addition,
to the extent that any particular terms of the units described in a prospectus supplement differ from any of the terms described
in this prospectus, the description of such terms set forth in this prospectus shall be deemed to have been superseded by the description
of the differing terms set forth in such prospectus supplement with respect to such units.
PLAN OF DISTRIBUTION
We may sell the securities
from time to time pursuant to underwritten public offerings, direct sales to the public, negotiated transactions, block trades
or a combination of these methods. We may sell the securities to or through underwriters or dealers, through agents, directly to
one or more purchasers, or through any combination of these methods. The distribution of the securities may be effected from time
to time in one or more transactions at a fixed price or prices, which may be changed, at market prices prevailing at the time of
sale, at prices related to the prevailing market prices or at negotiated prices.
We may issue securities
to other companies or their security holders to acquire those companies or equity interests in those companies, or to acquire assets
of those companies, through mergers or consolidations with us or any of our subsidiaries, or through the exchange of our securities
for securities of the other companies, or through the exchange of assets of other companies for our securities, or through similar
transactions. We may also issue securities to third parties to acquire patents or other intellectual property or licenses or similar
rights to use patents or other intellectual property.
A prospectus supplement
or supplements (and any related free writing prospectus that we may authorize to be provided to you) will describe the terms of
the offering of the securities, including, to the extent applicable:
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any securities exchange or market on which the securities may be listed.
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Only underwriters named
in the prospectus supplement are underwriters of the securities offered by the prospectus supplement.
By Underwriters
If underwriters are
used in the sale, they will acquire the securities for their own account and may resell the securities from time to time in one
or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the
underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting agreement. We
may offer the securities to the public through underwriting syndicates represented by managing underwriters or by underwriters
without a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all of the securities offered
by the prospectus supplement. Any public offering price and any discounts or concessions allowed or reallowed may change from time
to time. We may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement, naming
the underwriter, the nature of any such relationship.
By Dealers
If a dealer is utilized
in the sale of any securities offered by this prospectus, we will sell those securities to the dealer, as principal. The dealer
may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. We will set
forth the names of the dealers and the terms of the transaction in the applicable prospectus supplement.
By Agents
We may sell securities
directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of securities
and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states
otherwise, our agent will act on a best-efforts basis for the period of its appointment.
By Direct Sales
We may also directly
sell securities offered by this prospectus. In this case, no underwriters or agents would be involved. We will describe the terms
of those sales in the applicable prospectus supplement.
Electronic Auctions
We also may make sales
through the Internet or through other electronic means. Since we may from time to time elect to offer securities directly to the
public, with or without the involvement of agents, underwriters or dealers, utilizing the Internet or other forms of electronic
bidding or ordering systems for the pricing and allocation of the securities, you will want to pay particular attention to the
description of that system we will provide in an applicable prospectus supplement.
The electronic system
may allow bidders to directly participate, through electronic access to an auction site, by submitting conditional offers to buy
that are subject to acceptance by us, and which may directly affect the price or other terms and conditions at which the securities
are sold. These bidding or ordering systems may present to each bidder, on a so-called “real-time” basis, relevant
information to assist in making a bid, such as the clearing spread at which the offering would be sold, based on the bids submitted,
and whether a bidder’s individual bids would be accepted, prorated or rejected. Of course, many pricing methods can and may
also be used.
Upon completion of
the electronic auction process, securities will be allocated based on prices bid, terms of bid or other factors. The final offering
price at which securities would be sold and the allocation of securities among bidders would be based in whole or in part on the
results of the Internet or other electronic bidding process or auction.
General Information
Underwriters, dealers
and agents that participate in the distribution of the securities offered by this prospectus may be deemed underwriters under the
Securities Act, and any discounts or commissions they receive from us and any profit on their resale of the securities may be treated
as underwriting discounts and commissions under the Securities Act.
We may authorize agents,
dealers or underwriters to solicit offers by certain types of institutional investors to purchase securities from us at the public
offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery
on a specified date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation
of these contracts in the prospectus supplement.
We may provide agents
and underwriters with indemnification against civil liabilities related to this offering, including liabilities under the Securities
Act, or contribution with respect to payments that the agents or underwriters may make with respect to these liabilities. Agents
and underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.
Some or all of the
securities we offer, other than shares of Common Stock, will be new issues of securities with no established trading market. Any
underwriters may make a market in these securities, but will not be obligated to do so and may discontinue any market making at
any time without notice. We cannot guarantee the liquidity of the trading markets for any securities.
We may engage in at-the-market
offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. We may enter into
derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated
transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell
securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the
third parties may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related
open borrowings of shares, and may use securities received from us in settlement of those derivatives to close out any related
open borrowings of shares. The third parties in such sale transactions will be identified in the applicable prospectus supplement.
One or more firms,
referred to as “remarketing firms,” may also offer or sell the securities, if the prospectus supplement so indicates,
in connection with a remarketing arrangement upon their purchase. Remarketing firms will act as principals for their own accounts
or as agents for us. These remarketing firms will offer or sell the securities in accordance with the terms of the securities.
The prospectus supplement will identify any remarketing firm and the terms of its agreement, if any, with us and will describe
the remarketing firm’s compensation. Remarketing firms may be deemed to be underwriters in connection with the securities
they remarket.
Any underwriter may
engage in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation M
under the Exchange Act. Overallotment involves sales in excess of the offering size, which create a short position. This short
sales position may involve either “covered” short sales or “naked” short sales. Covered short sales are
short sales made in an amount not greater than the underwriters’ over-allotment option to purchase additional securities
in this offering described above. The underwriters may close out any covered short position either by exercising their over-allotment
option or by purchasing securities in the open market. To determine how they will close the covered short position, the underwriters
will consider, among other things, the price of securities available for purchase in the open market, as compared to the price
at which they may purchase securities through the over-allotment option. Naked short sales are short sales in excess of the over-allotment
option. The underwriters must close out any naked short position by purchasing securities in the open market. A naked short position
is more likely to be created if the underwriters are concerned that, in the open market after pricing, there may be downward pressure
on the price of the securities that could adversely affect investors who purchase securities in this offering. Stabilizing transactions
permit bids to purchase the underlying security for the purpose of fixing the price of the security so long as the stabilizing
bids do not exceed a specified maximum. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when
the securities originally sold by the dealer are purchased in a covering transaction to cover short positions.
Any underwriters who
are qualified market makers on The Nasdaq Capital Market may engage in passive market making transactions in our Common Stock,
preferred stock, warrants, units and debt securities, as applicable, on The Nasdaq Capital Market in accordance with Rule 103
of Regulation M, during the business day prior to the pricing of the offering, before the commencement of offers or sales of the
securities. Passive market makers must comply with applicable volume and price limitations and must be identified as passive market
makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for such
security; if all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s
bid must then be lowered when certain purchase limits are exceeded.
Similar to other purchase
transactions, an underwriter’s purchase to cover the syndicate short sales or to stabilize the market price of our securities
may have the effect of raising or maintaining the market price of our securities or preventing or mitigating a decline in the market
price of our securities. As a result, the price of our securities may be higher than the price that might otherwise exist in the
open market. The imposition of a penalty bid might also have an effect on the price of the securities if it discourages resales
of the securities.
Neither we nor the
underwriters make any representation or prediction as to the effect that the transactions described above may have on the price
of the securities. If such transactions are commenced, they may be discontinued without notice at any time.
The underwriters, dealers
and agents may engage in transactions with us, or perform services for us, in the ordinary course of business for which they receive
compensation. We will describe the terms of such arrangements in the applicable prospectus supplement.
LEGAL MATTERS
Certain legal matters in connection with
the offered securities will be passed upon for us by Dorsey & Whitney LLP, Denver, Colorado. Any underwriters or agents
will be represented by their own legal counsel, who will be identified in the applicable prospectus supplement.
EXPERTS
Plante & Moran, PLLC has audited
our consolidated financial statements included in our Annual Report on Form 10-K for the years ended June 30, 2020 and
2019, which are incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements
are incorporated by reference in reliance on Plante & Moran, PLLC’s report, given their authority as experts in
accounting and auditing
The information contained
in this prospectus supplement is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus supplement is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any state where such offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED
DECEMBER 18, 2020
Registration No. 333-
PROSPECTUS SUPPLEMENT
(To Prospectus dated , 202_)
Up to $50,000,000
Common Stock
We have entered into
an Equity Distribution Agreement (the “Sales Agreement”) with Oppenheimer & Co. Inc. (the “Sales Agent”
or “Oppenheimer”) relating to shares of our common stock, $0.001 par value per share (“Common Stock”),
offered by this prospectus supplement. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our
Common Stock resulting in aggregate gross offering proceeds of up to $50,000,000 from time to time through the Sales Agent acting
as agent.
Our Common Stock trades
on the Nasdaq Capital Market under the symbol “RZLT”. On December 14, 2020, the last reported sale price for our
Common Stock on the Nasdaq Capital Market was $19.79 per share.
Sales of our Common
Stock, if any, under this prospectus supplement may be made by any method that is deemed an “at the market offering”
as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act. The Sales
Agent is not required to sell any specific amount but will act as our sales agent using commercially reasonable efforts consistent
with its normal trading and sales practices, on mutually agreed terms between the Sales Agent and us. There is no arrangement for
funds to be received in any escrow, trust or similar arrangement.
The Sales Agent will
be entitled to compensation at a commission rate of 3.0% of the gross sales price of the shares sold under the Sales Agreement.
See “Plan of Distribution” beginning on page S-12 for additional information regarding the compensation to be
paid to the Sales Agent. In connection with the sale of Common Stock on our behalf, the Sales Agent will be deemed to be an “underwriter”
within the meaning of the Securities Act and the compensation of the Sales Agent will be deemed to be underwriting commissions
or discounts. We have also agreed to provide indemnification and contribution to the Sales Agent with respect to certain liabilities,
including civil liabilities under the Securities Act.
INVESTING IN OUR
COMMON SHARES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD REVIEW CAREFULLY THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING
“RISK FACTORS” BEGINNING ON PAGE S-7 OF THIS PROSPECTUS SUPPLEMENT, AS WELL AS THE OTHER INFORMATION CONTAINED IN OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT BEFORE MAKING A DECISION TO INVEST IN OUR SECURITIES.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this
prospectus supplement and the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.
Oppenheimer & Co.
The date of this prospectus supplement
is , 202_
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement
relates to the offering of our Common Stock. Before buying any of the Common Stock that we are offering, we urge you to carefully
read this prospectus supplement, together with the information incorporated by reference as described under the headings “Where
You Can Find Additional Information” in the accompanying prospectus, and any free writing prospectus that we have authorized
for use in connection with this offering. These documents contain important information that you should consider when making your
investment decision.
This prospectus supplement
describes the terms of this offering of Common Stock and also adds to and updates information contained in the documents incorporated
by reference into this prospectus supplement. To the extent there is a conflict between the information contained in this prospectus
supplement, on the one hand, and the information contained in any document incorporated by reference into this prospectus supplement
that was filed with the Securities and Exchange Commission, or SEC, before the date of this prospectus supplement, on the other
hand, or the information contained in any free writing prospectus prepared by us or on our behalf that we have authorized for use
in connection with this offering, you should rely on the information in this prospectus supplement. If any statement in one of
these documents is inconsistent with a statement in another document having a later date- for example, a document incorporated
by reference into this prospectus supplement- the statement in the document having the later date modifies or supersedes the earlier
statement.
We further note that
the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated
by reference into this prospectus supplement were made solely for the benefit of the parties to such agreement, including, in some
cases, for the purpose of allocating risk among the parties to such agreement, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made.
Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state
of our affairs.
You should rely only
on the information contained in or incorporated by reference into this prospectus supplement and any free writing prospectus prepared
by or on our behalf that we have authorized for use in connection with this offering. We have not, and the Sales Agent has not,
authorized any dealer, salesperson or other person to provide any information or to make any representation other than those contained
or incorporated by reference into this prospectus supplement or into any free writing prospectus prepared by or on our behalf or
to which we have referred you. If anyone provides you with additional, different or inconsistent information, you should not rely
on it. We and the Sales Agent take no responsibility for, and can provide no assurance as to the reliability of, any other information
that others may give you. You should assume that the information appearing or incorporated by reference into this prospectus supplement
and in any free writing prospectus prepared by or on our behalf that we have authorized for use in connection with this offering
is accurate only as of the date of each such respective document. Our business, financial condition, results of operations and
prospects may have changed since those dates. You should read this prospectus supplement, including the documents incorporated
by reference, and any free writing prospectus prepared by or on our behalf that we have authorized for use in connection with this
offering, in their entirety before making an investment decision. You should also read and consider the information in the documents
we have referred you to in the sections of this prospectus supplement entitled “Where You Can Find More Information.”
Other than in the United
States, no action has been taken by us or the Sales Agent that would permit a public offering of the Common Stock offered by this
prospectus supplement in any jurisdiction where action for that purpose is required. The Common Stock offered by this prospectus
supplement may not be offered or sold, directly or indirectly, nor may this prospectus supplement or any other offering material
or advertisements in connection with the offer and sale of the Common Stock be distributed or published in any jurisdiction, except
under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons
into whose possession this prospectus supplement comes are advised to inform themselves about and to observe any restrictions relating
to this offering and the distribution of this prospectus supplement. This prospectus supplement does not constitute an offer to
sell or a solicitation of an offer to buy the Common Stock offered by this prospectus supplement in any jurisdiction in which such
an offer or a solicitation is unlawful.
Unless stated otherwise
or the context otherwise requires, references in this prospectus supplement to “Rezolute,” the “Company,”
“we,” “us,” or “our” refer to Rezolute, Inc. and our wholly-owned subsidiaries through
which we conduct our business.
FORWARD-LOOKING STATEMENTS
This prospectus supplement, and the documents
incorporated by reference herein, contain certain “forward-looking statements” within the meaning of Section 27A
of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995, and are based
on management’s current expectations. These forward-looking statements can be identified by the use of forward-looking terminology,
including, but not limited to, “believes,” “may,” “will,” “would,” “should,”
“expect,” “anticipate,” “seek,” “see,” “confidence,” “trends,”
“intend,” “estimate,” “on track,” “are positioned to,” “on course,”
“opportunity,” “continue,” “project,” “guidance,” “target,” “forecast,”
“anticipated,” “plan,” “potential” and the negative of these terms or comparable terms.
Various factors could
adversely affect our operations, business or financial results in the future and cause our actual results to differ materially
from those contained in the forward-looking statements, including those factors discussed under “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” or otherwise discussed
in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020, our Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2020, and in our other filings made from time to time with the SEC after the date
of this prospectus supplement.
For additional information
about factors that could cause actual results to differ materially from those described in the forward-looking statements, please
see the documents that we have filed with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and other documents and reports filed from time to time with the SEC.
All subsequent forward-looking
statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements
contained or referred to in this section. We are not under any obligation to, and expressly disclaim any obligation to, update
or alter any forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise.
SUMMARY
This summary highlights
certain information about us, this offering and selected information contained elsewhere in or incorporated by reference into this
prospectus supplement. This summary is not complete and does not contain all of the information that you should consider before
deciding to invest in our Common Stock. For a more complete understanding of our company and this offering, you should read carefully
this entire prospectus supplement, including the information incorporated by reference into this prospectus supplement, and any
free writing prospectus prepared by or on our behalf that we have authorized for use in connection with this offering, including
the “Risk Factors” section beginning on page S-7 of this prospectus supplement and the other information included
in, or incorporated by reference into, this prospectus supplement.
We are a clinical stage
biopharmaceutical company specializing in the development of innovative drug therapies to improve the lives of patients with metabolic
and orphan diseases.
Recent Developments
On October 8,
2020, we filed with the Secretary of State of the State of Delaware, a Certificate of Amendment to our Certificate of Incorporation
(the “Certificate of Amendment”), which was approved by our stockholders at our special meeting of stockholders held
on October 23, 2019 and by our board of directors on October 7, 2020. The Certificate of Amendment effected a 1-for-50
reverse stock split of our Common Stock (the “Reverse Split”), in which every fifty (50) shares of Common Stock issued
and outstanding as of October 9, 2020 were combined and converted into one (1) share of Common Stock. In connection with
the Reverse Split, proportionate adjustments were made to increase the per share exercise prices and decrease the number of shares
of Common Stock issuable upon exercise of stock options and warrants whereby approximately the same aggregate price is required
to be paid for such securities upon exercise as had been payable immediately preceding the Reverse Split. While the Reverse Split
decreased the number of outstanding shares of Common Stock, it did not change the total number of shares of Common Stock or preferred
stock authorized for issuance by us, nor did it change the par value of our Common Stock or preferred stock. The first day of trading
after the Reverse Stock Split was on October 13, 2020. Unless otherwise indicated, the share numbers contained herein give
effect to the Reverse Split.
On October 9,
2020 we issued 2,484,853 shares of Common Stock and 820,001 Unit Warrants which resulted in net proceeds of approximately $37.5
million (referred to herein as the “Unit Financing”). On November 3, 2020, our shares of Common Stock were approved
for listing on the Nasdaq Capital Market under the symbol RZLT and the initial day of trading was on November 9, 2020.
Our Pipeline
Our lead clinical asset,
RZ358, is an antibody therapy in Phase 2b development as a potential treatment for congenital hyperinsulinism (“CHI”),
an ultra-rare pediatric genetic disorder. In February 2020, we announced the initiation of the RZ358-606 Phase 2b study (“RIZE”)
globally at multiple study centers. Prior to COVID-19, we had planned to complete the RIZE study by the middle of calendar year
2021. In March 2020, we paused the RIZE study as a result of the COVID-19 pandemic. As the COVID-19 pandemic abates in different
regions, we are resuming clinical activities including trial site initiations. We believe that patient enrollment will recommence
by the end of calendar year 2020. Further, if we can begin enrolling patients on this timeframe, we believe we will be able to
complete the RIZE study in the second half of calendar year 2021.
In addition, in the
first half of calendar year 2020, we had positive interactions with the U.S. Food and Drug Administration (“FDA”).
In June 2020, we announced that FDA granted us Rare Pediatric Disease (“RPD”) designation for RZ358, which qualifies
us to receive a priority review voucher upon marketing approval of the drug in CHI. Such a voucher could be redeemed to receive
a priority review of a subsequent marketing application for any drug candidate in any disease indication. Further, we submitted
the RIZE protocol to FDA which allows us to expand the study to clinical sites in the United States. We believe that patient enrollment
may commence in the United States in the first quarter of calendar year 2021.
Our
next program, RZ402, is an oral therapy, targeting diabetic macular edema (“DME”). On October 28, 2020, we submitted
an IND to the FDA that will require us to make the first milestone payment of $1.0 million within 15 days after acceptance of the
IND by the FDA. The FDA accepted our IND filing on December 1, 2020 and we anticipate initiation of a Phase 1 clinical trial
for RZ402 prior to the end of the first quarter of calendar year 2021.
RZ358
CHI is an ultra-rare
pediatric genetic disorder characterized by excessive production of insulin by the pancreas. CHI is caused by mutations in about
a dozen known genes associated with pancreatic beta cells and their secretion of insulin. If untreated, it can lead to dangerously
low blood sugar levels. Rezolute’s lead candidate, RZ358, is an antibody in Phase 2b development that is designed to prevent
severe, persistent low blood sugar in patients with CHI.
RZ358 is an intravenously
administered human monoclonal antibody that binds to a unique site on the insulin receptor found across effector cells throughout
the body in the liver, fat, and muscle. This action allows RZ358 to counteract the effects of elevated insulin in the body. Its
unique allosteric mechanism of action is reversible, depends on both insulin levels and blood sugar levels in a dose-dependent
manner, and enables patients to achieve normal levels of insulin and glucose. Therefore, we believe that RZ358 is ideally suited
as a potential therapy for conditions characterized by excessive insulin production and it is being developed to treat hyperinsulinemia
and prevent low blood sugar for diseases such as CHI. As RZ358 acts downstream from the beta cells, across effector cells in the
liver, fat, and muscle, it may be universally effective at treating CHI caused by any of the underlying genetic defects.
The RIZE study is a
multi-center, open-label, repeat-dose Phase 2b study of RZ358 in four sequential dosing cohorts of patients with CHI who are at
least two years old and have residual low blood sugar (<70 mg/dL) that is inadequately controlled on existing therapies. In
addition to safety and pharmacokinetic evaluations, continuous glucose monitoring (“CGM”) and self-monitored blood
glucose will be utilized to evaluate several glycemic efficacy endpoints. The primary endpoint is the time within a glucose target
range of 70-180 mg/dL by CGM during weeks 4 and 8 of treatment compared to baseline.
RZ402
DME is a severe complication
of diabetes marked by progressive vision loss and blindness. Consistently high blood sugar levels can cause diabetic retinopathy,
a complication characterized by damage to the blood vessels in the eye and fluid leakage into the light-sensitive tissue known
as the retina. The accumulation of fluid may lead to DME, or swelling of the macula, the part of the retina responsible for sharp,
straight-ahead vision. Currently available treatments for DME involve frequent burdensome injections into the eye or invasive laser
surgery.
Rezolute is developing
RZ402, a small molecule plasma kallikrein inhibitor (“PKI”) for use in DME. As a once-daily oral investigational therapy,
RZ402 is designed to improve compliance and treatment outcomes for patients with DME. Elevated plasma levels of the enzyme kallikrein
have been associated with increased inflammation, vessel leakage and excess blood vessel growth in the eyes of patients with DME.
Genetic and pharmacologic knockout of plasma kallikrein have been shown to protect against vascular endothelial growth factor (“VEGF”)
induced retinal blood vessel leakage in murine models without damaging long-term effects.
RZ402 is a bioavailable
small molecule inhibitor of plasma kallikrein that has shown the potential to prevent the onset of and reverse vascular leakage
in a dose-dependent manner in multiple rodent models of whole body and retinal vascular leakage. Target plasma concentrations were
exceeded for 24 hours following oral dosing of RZ402 in monkeys and dogs, supporting the potential for once daily dosing in humans.
Rezolute has completed a pre-IND meeting with the FDA and the IND-enabling toxicology studies in preparation for filing an IND.
Competition
We face competition
from pharmaceutical and biotechnology companies, academic institutions, governmental agencies, and private research organizations
in recruiting and retaining highly qualified scientific personnel and consultants and in the development and acquisition of technologies.
There are a handful
of companies developing therapies for CHI that are potential competitors to RZ358. Zealand Pharma is one such company.
There are a handful
of companies developing oral therapies for diabetic macular edema that are potential competitors to the plasma kallikrein inhibitor
therapy, KalVista Pharmaceuticals being one such company.
Government Regulation
Regulation by governmental
authorities in the U.S. and other countries is a significant factor in the development, manufacture and marketing of pharmaceutical
products. All of our potential products will require regulatory approval by governmental agencies prior to commercialization. In
particular, pharmaceutical therapies are subject to rigorous preclinical testing and clinical trials and other pre-market approval
requirements by the FDA and regulatory authorities in foreign countries. Various federal, state and foreign statutes and regulations
also govern or influence the manufacturing, safety, labeling, storage, record keeping and marketing of such products.
We are also subject
to various federal, state, and local laws, regulations and recommendations relating to safe working conditions; laboratory and
manufacturing practices; the experimental use of animals; and the use and disposal of hazardous or potentially hazardous substances,
including radioactive compounds and infectious disease agents, used in connection with our research, development and manufacturing.
Employees
As of December 14,
2020, we had 21 full-time employees, all of whom have experience with pharmaceutical, biotechnology or medical product companies.
None of our employees or contractors are covered by collective bargaining agreements.
Corporate Information
We were incorporated
in Delaware in 2010. We maintain executive offices located at 201 Redwood Shores Parkway, Suite 315, Redwood City, CA 94065
and our phone number is (650) 206-4507. Our website is located at www.rezolutebio.com. The information contained in,
or that can be accessed through, our website is not part of, and is not incorporated into this document.
THE OFFERING
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Issuer:
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Rezolute, Inc.
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Common Stock offered by us:
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Common stock having aggregate gross offering proceeds of up to $50.0 million.
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Common Stock to be outstanding following the offering
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Up to 10,878,806 shares (as more fully described in the notes following this table), assuming sales of 2,526,529 shares of our Common Stock in this offering at an offering price of $19.79 per share, which was the last reported sale price of our Common Stock on the Nasdaq Capital Market on December 14, 2020. The actual number of shares issued will vary depending on the sales price under this offering.
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Plan of Distribution:
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“At the market offering” that may be made from time to time on the Nasdaq Capital Market or other existing trading markets for our Common Stock through Oppenheimer. See “Plan of Distribution” on page S-12 of this prospectus supplement.
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Use of Proceeds:
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We currently intend to use the net proceeds from this offering for working capital and general corporate purposes, which may include capital expenditures, research and development expenditures, preclinical study and clinical trial expenditures, acquisitions or new technologies and investments and business combinations. We reserve the right, at the sole discretion of our management, to reallocate the proceeds of this offering in response to developments in our business and other factors. See “Use of Proceeds” on page S-9 of this prospectus supplement.
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Risk Factors:
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Investing in our Common Stock involves a high degree of risk. Please read the information contained in and incorporated by reference under the heading “Risk Factors” beginning on page S-7 of this prospectus supplement and the other information included in, or incorporated by reference into, this prospectus supplement for a discussion of certain factors you should carefully consider before deciding to invest in our Common Stock.
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Nasdaq Capital Market symbol:
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“RZLT”.
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Unless otherwise indicated, the number
of shares of Common Stock to be outstanding after this offering is based on 8,352,277 shares of Common Stock outstanding as of
December 14, 2020, including 2,484,853 shares issued in the Unit Financing on October 9, 2020. The number of shares of
Common Stock outstanding after this offering excludes:
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1,438,308 shares of our Common Stock issuable upon the exercise of warrants (including warrants
for 820,001 shares (“Unit Warrants”) issued in the Unit Financing) outstanding as of December 14, 2020, at a weighted
average exercise price of $35.82 per share. All of our outstanding warrants are currently exercisable, except to the extent that
certain of the Unit Warrants are subject to a blocker provision, which restricts the exercise of a warrant if, as a result of such
exercise, the warrant holder, together with its affiliates and any other person whose beneficial ownership of Common Stock would
be aggregated with the warrant holder’s for purposes of Section 13(d) of the Exchange Act, would beneficially own
in excess of 4.99%, 9.99%, or 14.99% of our then issued and outstanding shares of Common Stock (including the shares of Common
Stock issuable upon such exercise), as such percentage ownership is determined in accordance with the terms of such warrant;
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952,458 shares of our Common Stock issuable upon the exercise of stock options outstanding as of
December 14, 2020, at a weighted average exercise price of $33.35 per share, of which stock options to purchase 505,061 shares
of Common Stock were then exercisable; and
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38,950 shares of our Common Stock reserved for future grants of stock options (or other similar
equity instruments) under our equity incentive plans as of December 14,
2020.
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RISK FACTORS
Investing in shares of our Common Stock
involves significant risks. Please see the risk factors below and the additional risk factors set forth under the heading “Risk
Factors” in Item 1A. of our most recent Annual Report on Form 10-K for the fiscal year ended June 30, 2020, and
in Part II, Item 1A. of our most recent Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020, each of which are on file with the SEC and are incorporated by reference in this prospectus supplement. These risks may be
revised or supplemented in future filings of our Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K, which
are also incorporated by reference in this prospectus supplement. Before making an investment decision, you should carefully consider
these risks as well as other information we include or incorporate by reference in this prospectus supplement.
Risks Related to Our Governing Documents
Our Certificate
of Incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for certain litigation that
may be initiated by our stockholders, including claims under the Securities Act, which could limit our stockholders’ ability
to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
Our Certificate of
Incorporation provides that the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the
sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting
a claim for breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any
action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our certificate of incorporation
or our bylaws or (iv) any action asserting a claim governed by the internal affairs doctrine. The choice of forum provision
may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our
directors, officers, employees or agents, which may discourage such lawsuits against us and our directors, officers, employees
and agents. Stockholders who do bring a claim in the Court of Chancery could face additional litigation costs in pursuing any such
claim, particularly if they do not reside in or near the State of Delaware. The Court of Chancery may also reach different judgments
or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise
choose to bring the action, and such judgments or results may be more favorable to us than to our stockholders. Alternatively,
if a court were to find the choice of forum provision contained in our certificate of incorporation to be inapplicable or unenforceable
in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely
affect our business and financial condition. Notwithstanding the foregoing, the exclusive provision shall not preclude or contract
the scope of exclusive federal or concurrent jurisdiction for actions brought under the Securities Exchange Act of 1934, as amended,
or the Securities Act of 1933, as amended, or the respective rules and regulations promulgated thereunder.
Risks Related to This Offering
A substantial
number of shares of Common Stock may be sold in the market following this offering, which may depress the market price for our
shares of Common Stock.
Sales of a substantial
number of our shares of Common Stock in the public market following this offering could cause the market price of our Common Stock
to decline. Although there can be no assurance that any of the $50.0 million worth of Common Stock being offered under this prospectus
supplement will be sold or the price at which any such shares might be sold, assuming that an aggregate of 2,526,529 shares of
our Common Stock are sold during the term of the Sales Agreement with Oppenheimer, in each case, for example, at a price of $19.79
per share, the last reported sale price of our Common Stock on the Nasdaq Capital Market on December 14, 2020, upon completion
of this offering, based on 8,352,277 shares of our Common Stock outstanding as of December 14, 2020, we will have outstanding
an aggregate of 10,878,806 shares of Common Stock, assuming no exercise of currently outstanding warrants and stock options.
Additional dilution
may result from the issuance of our Common Stock in connection with the exercise of outstanding stock options and warrants, as
well as other financing efforts.
You may experience
future dilution as a result of future equity offerings.
In order to raise additional
capital, we may in the future offer additional shares of our Common Stock or other securities convertible into or exchangeable
for shares of our Common Stock at prices that may not be the same as the price per share in this offering. We may sell shares of
Common Stock or other securities convertible into or exchangeable for our shares of Common Stock in any other offering at a price
per share that is less than the price per share paid by investors in this offering, and investors purchasing shares of Common Stock
or other securities convertible into or exchangeable for our shares of Common Stock in the future could have rights superior to
existing shareholders. The price per share at which we sell additional shares of Common Stock or other securities convertible or
exchangeable into our shares of Common Stock, in future transactions may be higher or lower than the price per share paid by investors
in this offering.
We have broad
discretion in how we use the net proceeds of this offering, and we may not use these proceeds effectively or in ways with which
you agree.
We have not designated
any portion of the net proceeds from this offering to be used for any particular purpose. Our management will have broad discretion
as to the application of the net proceeds of this offering and could use them for purposes other than those contemplated at the
time of this offering. Our shareholders may not agree with the manner in which our management chooses to allocate and spend the
net proceeds. Moreover, our management may use the net proceeds for corporate purposes that may cause the market price of our Common
Stock to decline.
Investors in
this offering will experience immediate dilution in the book value per share of the Common Stock purchased in the offering.
The shares of Common
Stock sold in this offering, if any, will be sold from time to time at various prices. However, the expected offering price of
the shares of Common Stock will be substantially higher than the net tangible book value per share of our currently outstanding
shares of Common Stock. After giving effect to the sale of shares of our Common Stock in the aggregate amount of $50.0 million
at an assumed offering price of $19.79 per share, the last reported sale price of our Common Stock on December 14, 2020 on
the Nasdaq Capital Market, and after deducting estimated commissions and estimated offering expenses, our as-adjusted net tangible
book value as of September 30, 2020 would have been approximately $90.3 million, or approximately $8.30 per share of Common
Stock. This represents an immediate increase in net tangible book value of approximately $3.28 per share of Common Stock to our
existing shareholders and an immediate dilution in as-adjusted net tangible book value of approximately $11.49 per share to new
investors of shares of our Common Stock in this offering. See “Dilution” on page S-10 of this prospectus supplement.
The actual number
of shares of Common Stock we will issue under the Sales Agreement with Oppenheimer, at any one time or in total, is uncertain.
Subject to certain
limitations in the Sales Agreement with Oppenheimer and compliance with applicable law, we have the discretion to deliver placement
notices to Oppenheimer at any time throughout the term of the Sales Agreement. The number of shares that are sold by Oppenheimer
after delivering a placement notice will fluctuate based on a number of factors, including the market price of the Common Stock
during the sales period, limits that we set with Oppenheimer, and the demand for our Common Stock during the sales period. Because
the price per share of each share sold will fluctuate during this offering, it is not currently possible to predict the number
of shares that will be sold or the gross proceeds to be raised in connection with those sales.
We do not expect
to pay dividends in the foreseeable future. As a result, you must rely on stock appreciation for any return on your investment.
We do not anticipate
paying cash dividends on our Common Stock in the foreseeable future. Any payment of cash dividends will also depend on our financial
condition, results of operations, capital requirements and other factors and will be at the discretion of our board of directors.
Accordingly, you will have to rely on capital appreciation, if any, to earn a return on your investment in our Common Stock. Furthermore,
we may in the future become subject to additional contractual restrictions on, or prohibitions against, the payment of dividends.
The Common Stock
offered hereby will be sold in “at the market” offerings, and investors who buy shares at different times will
likely pay different prices.
Investors who purchase shares in this offering
at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes
in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares
sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum or maximum
sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase
in this offering as a result of sales made at prices lower than the prices they paid.
USE OF PROCEEDS
From time to time,
we may issue and sell our shares of Common Stock resulting in aggregate gross sales proceeds of up to $50.0 million. Because there
is no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions
and proceeds to us, if any, are not determinable at this time. There can be no assurance that, in the future, we will sell any
shares under or fully utilize the Sales Agreement with Oppenheimer as a source of financing.
We currently intend
to use the net proceeds from this offering for working capital and general corporate purposes, which may include capital expenditures,
research and development expenditures, preclinical study and clinical trial expenditures, acquisitions of new technologies and
investments, and business combinations.
The precise amount
and timing of the application of the net proceeds will depend upon a number of factors, such as the timing and progress of our
research and development efforts and the timing and progress of any partnering efforts. As of the date of this prospectus supplement,
we cannot specify with certainty the particular uses for the net proceeds from this offering. Depending on the outcome of our efforts
and other unforeseen events, our plans and priorities may change, and we may apply the net proceeds of this offering in different
manners than we currently anticipate. Accordingly, our management will have broad discretion in the timing and application of these
net proceeds. Pending application of the net proceeds as described above, we intend to temporarily invest the proceeds in short-term,
interest-bearing instruments.
DILUTION
If you invest in our
Common Stock, your interest will be diluted immediately to the extent of the difference between the public offering price per share
and the adjusted net tangible book value per share after this offering.
The net tangible book
value of our Common Stock as of September 30, 2020 was approximately $4.3 million, or approximately $0.72 per share. After
giving effect to the closing of the Unit Financing that resulted in net proceeds of approximately $37.6 million on October 9,
2020, on a pro forma basis the net tangible book value of our Common Stock as of September 30, 2020 was approximately $41.9
million, or approximately $5.02 per share. Accordingly, the Unit Financing resulted in an increase in pro forma net tangible book
value of approximately $4.30 per share. Net tangible book value per share represents the amount of our total tangible assets, excluding
goodwill and intangible assets, less total liabilities, divided by the total number of shares of our Common Stock outstanding.
Dilution per share to new investors in this offering represents the difference between the amount per share paid by new investors
for each share in this offering and the net tangible book value per share immediately following the completion of this offering.
After giving effect
to the sale of our Common Stock in the aggregate amount of $50.0 million at an assumed offering price of $19.79 per share, the
last reported sale price of our Common Stock on December 14, 2020 on the Nasdaq Capital Market, and after deducting estimated
commissions and estimated offering expenses, our as-adjusted net tangible book value as of September 30, 2020 would have been
approximately $90.3 million, or approximately $8.30 per share. This represents an immediate increase in pro forma net tangible
book value of approximately $3.28 per share to our existing shareholders and an immediate dilution in as-adjusted net tangible
book value of approximately $11.49 per share to new investors of our Common Stock in this offering, as illustrated by the following
table:
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Assumed public offering price per share
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$
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19.79
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Net tangible book value per share as of September 30, 2020
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$
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0.72
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Increase per share attributable to the private placement on October 9, 2020
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4.30
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Increase per share attributable to this offering
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3.28
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As-adjusted net tangible book value per share after giving effect to this offering
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8.30
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Dilution per share to new investors (1)(2)
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$
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11.49
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Notes
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(1)
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Calculated as the difference between the assumed public
offering price per share and the as-adjusted net tangible book value per share after this offering.
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(2)
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The foregoing is based on 5,867,058 shares of Common
Stock outstanding as of September 30, 2020, and the pro forma impact of the issuance of 2,484,853 shares of Common Stock
in the Unit Financing on October 9, 2020, for a total of 8,351,911 shares of Common Stock. This amount excludes
the following:
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618,307 shares of our Common Stock issuable upon the exercise of warrants outstanding as of September 30,
2020, all of which are currently exercisable;
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820,001 shares of our Common Stock issuable upon the exercise of the Unit Warrants issued on October 9,
2020 in the Unit Financing exercisable at $19.50 per share, All of the Unit Warrants are currently exercisable, except to the extent
that certain of the Unit Warrants are subject to a blocker provision, which restricts the exercise of a warrant if, as a result
of such exercise, the warrant holder, together with its affiliates and any other person whose beneficial ownership of Common Stock
would be aggregated with the warrant holder’s for purposes of Section 13(d) of the Exchange Act, would beneficially
own in excess of 4.99%, 9.99%, or 14.99% of our then issued and outstanding shares of Common Stock (including the shares of Common
Stock issuable upon such exercise), as such percentage ownership is determined in accordance with the terms of such Unit Warrant;
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944,459 shares of our Common Stock issuable upon the exercise of stock options outstanding as of
September 30, 2020, at a weighted average exercise price of $33.43 per share, of which stock options to purchase 477,219 shares
of Common Stock were then exercisable;
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46,950 shares of our Common Stock reserved for future grants of stock options (or other similar
equity instruments) under our equity incentive plans.
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The table above assumes
for illustrative purposes that an aggregate of 2,526,529 shares of our Common Stock are sold during the term of the Sales Agreement
with Oppenheimer at a price of $19.79 per share, the last reported sale price of our Common Stock on the Nasdaq Capital Market
on December 14, 2020, for aggregate net proceeds of approximately $48,360,000, after deducting commissions and estimated offering
expenses payable by us in the aggregate amount of $1,640,000. The as adjusted information is illustrative only and will adjust
based on the actual price to the public, the actual number of shares sold and other terms of the offering determined at the time
the shares of Common Stock are sold pursuant to this prospectus supplement. The shares pursuant to the Sales Agreement with Oppenheimer
are being sold from time to time at various prices. An increase of $1.00 per share in the price at which the shares are sold from
the assumed offering price of $19.79 per share shown in the table above, assuming all of our Common Stock in the aggregate amount
of $50.0 million during the term of the Sales Agreement with Oppenheimer is sold at that price, would increase our as adjusted
net tangible book value per share after the offering to $8.39 per share and would increase the dilution in net tangible book value
per share to new investors in this offering to $12.40 per share, after deducting commissions and estimated aggregate offering expenses
payable by us. A decrease of $1.00 per share in the price at which the shares are sold from the assumed offering price of $19.79
per share shown in the table above, assuming all of our Common Stock in the aggregate amount of $50.0 million during the term of
the Sales Agreement with Oppenheimer is sold at that price, would decrease our as adjusted net tangible book value per share after
the offering to $8.20 per share and would decrease the dilution in net tangible book value per share to new investors in this offering
to $10.59 per share, after deducting commissions and estimated aggregate offering expenses payable by us. This information is supplied
for illustrative purposes only.
To the extent that
any warrants or stock options have been or are exercised, new stock options are granted under our equity incentive plans or we
otherwise issue additional shares of Common Stock in the future, there will be further dilution to new investors. In addition,
we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient
funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or
convertible debt securities, the issuance of these securities could result in further dilution to our shareholders.
PLAN OF DISTRIBUTION
We have entered into
a Sales Agreement with Oppenheimer, which we have filed as an exhibit to the registration statement of which this prospectus supplement
forms a part, under which we may offer and sell up to $50.0 million of our shares of Common Stock from time to time through Oppenheimer,
acting as Sales Agent. Sales of our shares of Common Stock, if any, under this prospectus supplement and the accompanying prospectus
will be made by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under
the Securities Act.
Each time we wish to
issue and sell shares of Common Stock under the Sales Agreement, we will notify Oppenheimer of the number of shares to be issued,
the dates on which such sales are anticipated to be made, any limitation on the number of shares to be sold in any one day and
any minimum price below which sales may not be made. Once we have so instructed Oppenheimer, unless Oppenheimer declines to accept
the terms of such notice, Oppenheimer has agreed to use its commercially reasonable efforts consistent with its normal trading
and sales practices to sell such shares up to the amount specified on such terms. The obligations of Oppenheimer under the Sales
Agreement to sell our shares of Common Stock are subject to a number of conditions that we must meet. We or Oppenheimer may suspend
the offering of our common stock upon delivering notice and subject to other conditions, as further described in the Sales Agreement.
The settlement of sales
of shares between us and Oppenheimer is generally anticipated to occur on the second trading day following the date on which the
sale was made. Sales of our shares of Common Stock as contemplated in this prospectus supplement will be settled through the facilities
of The Depository Trust Company or by such other means as we and Oppenheimer may agree upon. There is no arrangement for funds
to be received in an escrow, trust or similar arrangement.
We will pay Oppenheimer a commission for
its services in acting as Sales Agent equal to 3.0% of the aggregate gross proceeds we receive from each sale of our shares of
Common Stock. Because there is no minimum offering amount required as a condition to close this offering, the actual total public
offering amount, commissions and proceeds to us, if any, are not determinable at this time. In addition, we have agreed to reimburse
Oppenheimer for the fees and disbursements of its counsel, payable upon execution of the Sales Agreement, in an amount not to exceed
$60,000, in addition to certain ongoing disbursements of its legal counsel. We estimate that the total expenses for the offering,
excluding any commissions or expense reimbursement payable to Oppenheimer under the terms of the Sales Agreement, will be approximately
$80,000. The remaining sale proceeds, after deducting any other transaction fees, will equal our net proceeds from the sale of
such shares.
Oppenheimer will provide
written confirmation to us before the open on the Nasdaq Capital Market on the day following each day on which shares of Common
Stock are sold under the Sales Agreement. Each confirmation will include the number of shares sold on that day, the corresponding
sales price and the issuance price payable to us. We will report at least quarterly the number of shares of Common Stock sold through
Oppenheimer, the net proceeds to us, and the compensation paid by us to Oppenheimer in connection with the sales of our common
stock.
In connection with
the sale of the shares of Common Stock on our behalf, Oppenheimer will be deemed to be an “underwriter” within the
meaning of the Securities Act, and the compensation of Oppenheimer will be deemed to be underwriting commissions or discounts.
We have agreed to indemnify Oppenheimer against certain civil liabilities, including liabilities under the Securities Act. We have
also agreed to contribute to payments Oppenheimer may be required to make in respect of such liabilities.
The offering of our
shares of Common Stock pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all shares of Common
Stock subject to the Sales Agreement and (ii) the termination of the Sales Agreement as permitted therein.
This summary of the
material provisions of the Sales Agreement does not purport to be a complete statement of its terms and conditions. A copy of the
Sales Agreement is filed as an exhibit to the registration statement of which this prospectus supplement forms a part.
Oppenheimer and its
affiliates may in the future provide various investment banking, commercial banking, financial advisory and other financial services
for us and our affiliates, for which services they may in the future receive customary fees. In the course of its business, Oppenheimer
may actively trade our securities for its own account or for the accounts of customers, and, accordingly, Oppenheimer may at any
time hold long or short positions in such securities.
A prospectus supplement
and the accompanying prospectus in electronic format may be made available on a website maintained by Oppenheimer, and Oppenheimer
may distribute the prospectus supplement and the accompanying prospectus electronically.
DESCRIPTION OF COMMON STOCK
This prospectus supplement describes the
general terms of our Common Stock. For a more detailed description of our capital stock, you should read the applicable provisions
of the Delaware General Corporation Law, or DGCL, the prospectus, and our charter and bylaws.
Our certificate of incorporation provides
authority for us to issue up to 500,000,000 shares of Common Stock, par value $0.001 per share. As of December 14, 2020, there
were 8,352,277 shares of our Common Stock outstanding. Under Delaware law, stockholders generally are not personally liable for
our debts or obligations solely as a result of their status as stockholders. Our outstanding shares of Common Stock are, and any
shares offered by this prospectus supplement will be, when issued and paid for, fully paid and nonassessable.
Holders of our Common Stock are entitled
to one vote per share on all matters submitted to our stockholders for a vote. There are no cumulative voting rights in the election
of directors. Our shares of Common Stock are entitled to receive such dividends as may be declared and paid by our Board of Directors
out of funds legally available therefor and to share ratably in the net assets, if any, of Rezolute upon liquidation. Our stockholders
have no preemptive rights to purchase any shares of our capital stock. Our Certificate of Incorporation provides that the Court
of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought
on our behalf, (ii) any action asserting a claim for breach of a fiduciary duty owed by any of our directors, officers, employees
or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware
General Corporation Law, our certificate of incorporation or our bylaws or (iv) any action asserting a claim governed by the
internal affairs doctrine. Notwithstanding this exclusive forum provision, the exclusive forum provision shall not preclude or
contract the scope of exclusive federal or concurrent jurisdiction for actions brought under the Securities Exchange Act of 1934,
as amended, or the Securities Act of 1933, as amended, or the respective rules and regulations promulgated thereunder.
LEGAL MATTERS
Certain United States legal matters in
connection with this offering will be passed upon on our behalf by Dorsey & Whitney LLP, Denver, Colorado. Oppenheimer &
Co. Inc. is being represented in connection with this offering by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., New York,
New York.
EXPERTS
Plante & Moran, PLLC has audited
our consolidated financial statements included in our Annual Report on Form 10-K for the years ended June 30, 2020 and
2019, which are incorporated by reference in this prospectus supplement and elsewhere in the registration statement. Our financial
statements are incorporated by reference in reliance on Plante & Moran, PLLC’s report, given their authority as
experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file annual, quarterly and current
reports, proxy statements and other information with the SEC. The SEC maintains an Internet website at http://www.sec.gov
that contains reports, proxy and information statements, and other information regarding issuers that file electronically with
the SEC. Our reports on Forms 10-K, 10-Q and 8-K, and amendments to those reports, are also available
for download, free of charge, as soon as reasonably practicable after these reports are filed with, or furnished to, the SEC,
at our website at www.rezolutebio.com. Information contained on or accessible through our website is not a part of this
prospectus supplement, and the inclusion of our website address in this prospectus supplement is an inactive textual reference
only.
The SEC allows us to “incorporate
by reference” into this prospectus supplement the information in other documents that we file with it. This means that we
can disclose important information to you by referring you to those documents. The information incorporated by reference is considered
to be a part of this prospectus supplement, and information in documents that we file later with the SEC will automatically update
and supersede information contained in documents filed earlier with the SEC or contained in this prospectus supplement. We incorporate
by reference in this prospectus supplement (i) the documents listed below, (ii) all documents that we file with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial filing of the registration
statement of which this prospectus supplement is included and prior to the effectiveness of such registration statement, and (iii) any
future filings that we may make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the termination
of the offerings under this prospectus supplement; provided, however, that we are not incorporating, in each case, any documents
or information deemed to have been furnished and not filed, including any information that we disclose under Items 2.02 or
7.01 of any Current Report on Form 8-K, in accordance with SEC rules:
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|
·
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Annual Report
on Form 10-K for the fiscal year ended June 30, 2020 filed with the SEC on
October 13, 2020;
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|
·
|
Quarterly Report
on Form 10-Q for the quarter ended September 30, 2020 filed with the SEC on
November 12, 2020;
|
|
|
·
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Description of
our Common Stock contained in our Registration Statement on Form 8-A, as filed with
the SEC on November 4, 2020 including any amendment or report filed for the purpose
of updating such description.
|
You may request a copy of these filings,
other than an exhibit to these filings unless we have specifically included or incorporated that exhibit by reference into the
filing, at no cost, by writing or telephoning us at the following address:
Rezolute, Inc.
201 Redwood Shores Parkway, Suite 315
Redwood City, CA 94065
(650) 206-4507
Any statement contained in a document incorporated
or deemed to be incorporated by reference into this prospectus supplement will be deemed to be modified or superseded for purposes
of this prospectus supplement to the extent that a statement contained in this prospectus supplement, any prospectus supplement,
or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus supplement modifies
or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to
constitute a part of this prospectus supplement.
Up to $50,000,000
Shares of Common Stock
PROSPECTUS
SUPPLEMENT
Oppenheimer & Co.
_________ __, 202_
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth expenses
payable by us in connection with the issuance and distribution of the securities being registered pursuant to this registration
statement.
|
SEC registration fee
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|
$
|
21,820.00
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|
|
Printing expenses
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|
|
**
|
|
|
Legal fees and expenses
|
|
|
**
|
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Accounting fees and expenses
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|
|
**
|
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|
Fees and expenses of trustee and counsel
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|
|
**
|
|
|
Rating Agency Fees
|
|
|
**
|
|
|
Miscellaneous
|
|
|
**
|
|
|
Total
|
|
$
|
**
|
|
|
|
**
|
These fees and expenses are calculated based on the number of issuances and amount of
securities offered and, accordingly, cannot be estimated at this time. Information regarding estimated expenses of issuance
and distribution of each identified class of securities being registered will be provided at the time such information is
available in a prospectus supplement in accordance with Rule 430B.
|
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
We are incorporated under the laws of the
State of Delaware. Section 145 of the Delaware General Corporation Law provides that a Delaware corporation may indemnify
any persons who are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason
of the fact that such person was an officer, director, employee or agent of such corporation, or is or was serving at the request
of such person as an officer, director, employee or agent of another corporation or enterprise. The indemnity may include expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding,
had no reasonable cause to believe that his conduct was illegal. A Delaware corporation may indemnify any persons who are, or are
threatened to be made, a party to any threatened, pending or completed action or suit by or in the right of the corporation by
reason of the fact that such person was a director, officer, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include
expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement
of such action or suit provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed
to the corporation’s best interests except that no indemnification is permitted without judicial approval if the officer
or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise
in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director
has actually and reasonably incurred. Our certificate of incorporation and bylaws provide for the indemnification of our directors
and officers to the fullest extent permitted under the Delaware General Corporation Law.
Section 102(b)(7) of the Delaware
General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation
shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a
director, except for liability for any:
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|
·
|
transaction from which the director derives an improper personal benefit;
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|
|
·
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act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
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|
|
·
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unlawful payment of dividends or redemption of shares; or
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|
|
·
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breach of a director’s duty of loyalty to the corporation or its stockholders.
|
Our certificate of incorporation includes
such a provision. Expenses incurred by any officer or director in defending any such action, suit or proceeding in advance of its
final disposition shall be paid by us upon delivery to us of an undertaking, by or on behalf of such director or officer, to repay
all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified by
us.
As permitted by the Delaware General Corporation
Law, we have entered into indemnity agreements with each of our directors and executive officers. These agreements, among other
things, require us to indemnify each director and officer to the fullest extent permitted by law and advance expenses to each indemnitee
in connection with any proceeding in which indemnification is available.
We have an insurance policy covering our
officers and directors with respect to certain liabilities, including liabilities arising under the Securities Act of 1933, as
amended, or the Securities Act, or otherwise.
ITEM 16. EXHIBITS
EXHIBITS
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Exhibit No.
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|
Description
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|
Registrant’s
Form
|
|
Date
Filed
|
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Exhibit
Number
|
|
Filed
Herewith
|
|
1.1
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|
Form of Underwriting Agreement*
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|
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1.2
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Equity Distribution Agreement, dated December 18, 2020, by and between Rezolute, Inc. and Oppenheimer & Co. Inc
|
|
|
|
|
|
|
|
X
|
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3.1
|
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Articles of Conversion, dated January 10, 2013
|
|
8-K
|
|
1/11/13
|
|
3.1
|
|
|
|
3.2
|
|
Certificate of Conversion, dated January 10, 2013
|
|
8-K
|
|
1/11/13`
|
|
3.2
|
|
|
|
3.3
|
|
Certificate of Incorporation, dated January 10, 2013
|
|
8-K
|
|
1/11/13
|
|
3.3
|
|
|
|
3.4
|
|
Certificate of Amendment of the Certificate of Incorporation, dated April 30, 2014
|
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S-1
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|
5/20/14
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|
3.5
|
|
|
|
3.5
|
|
Certificate of Amendment of the Certificate of Incorporation, dated November 28, 2017
|
|
8-K
|
|
11/29/17
|
|
3.1
|
|
|
|
3.6
|
|
Certificate of Designation dated December 7, 2015
|
|
8-K
|
|
12/10/15
|
|
3.1
|
|
|
|
3.7
|
|
Amended and Restated Bylaws, dated November 28, 2017
|
|
8-K
|
|
11/29/17
|
|
3.2
|
|
|
|
3.8
|
|
Certificate of Ownership and Merger, dated December 6, 2017
|
|
8-K
|
|
12/7/17
|
|
2.1
|
|
|
|
3.9
|
|
Certificate of Designation of Series AA Convertible Preferred Stock
|
|
8-K
|
|
1/31/19
|
|
2.1
|
|
|
|
3.10
|
|
Certificate of Amendment of the Certificate of Incorporation, dated April 26, 2019
|
|
8-K
|
|
4/30/19
|
|
3.1
|
|
|
|
3.11
|
|
Certificate of Amendment of the Certificate of Incorporation, dated October 9, 2020
|
|
8-K
|
|
10/13/20
|
|
3.1
|
|
|
|
4.1
|
|
Form of Unit Warrant
|
|
8-K
|
|
10/13/20
|
|
4.1
|
|
|
|
4.2
|
|
Form of Indenture
|
|
|
|
|
|
|
|
X
|
|
5.1
|
|
Opinion of Dorsey & Whitney LLP
|
|
|
|
|
|
|
|
X
|
|
5.2
|
|
Opinion of Dorsey & Whitney LLP
|
|
|
|
|
|
|
|
|
|
23.1
|
|
Consent of Dorsey & Whitney LLP (to be included in Exhibit 5.1 and Exhibit 5.2).
|
|
|
|
|
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|
|
X
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|
23.2
|
|
Consent of Plante & Moran, PLLC
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|
|
|
|
|
|
|
X
|
|
24
|
|
Power of Attorney (included in the signature page)
|
|
|
|
|
|
|
|
X
|
|
25.1
|
|
Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Trustee under the Indenture**
|
|
|
|
|
|
|
|
|
|
|
*
|
To be filed by amendment or as an exhibit to a Current
Report on Form 8-K by the registrant in connection with a specific offering and incorporated by reference herein
|
|
|
**
|
To be filed separately under the electronic form type
305B2, if applicable.
|
ITEM 17. UNDERTAKINGS
|
|
(a)
|
The undersigned registrant hereby undertakes:
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|
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
|
|
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
|
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
and
|
|
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
|
provided, however, that paragraphs (a)(1)(i),
(a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement,
or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
|
|
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
|
|
|
(3)
|
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
|
|
|
(4)
|
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
|
|
|
(i)
|
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
|
|
|
(ii)
|
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement
in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose
of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and
included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness
or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B,
for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new
effective date of the registration statement relating to the securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part
of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made
in any such document immediately prior to such effective date.
|
|
|
(5)
|
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities:
|
The undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to the registration statement, regardless of the underwriting method
used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
|
|
(i)
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
|
|
|
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
|
|
|
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
|
|
|
(iv)
|
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
|
|
(b)
|
That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
|
|
|
(c)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
|
|
|
(d)
|
The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee
to act under subsection (a) of section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed
by the Commission under section 305(b)(2) of the Trust Indenture Act.
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Redwood City, State of California, on December 18, 2020.
|
|
|
REZOLUTE, INC.
|
|
|
|
|
|
By:
|
/s/ Nevan Elam
|
|
|
|
Nevan Elam
Chief Executive Officer
(Principal Executive and Financial Officer)
|
Each person whose signature appears below
constitutes and appoints each of Nevan Elam his attorney-in-fact and agent, with the full power of substitution and resubstitution
and full power to act without the other, for them in any and all capacities, to sign any and all amendments, including post-effective
amendments, and any registration statement relating to the same offering as this registration that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, to this registration statement, and to file the
same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying
and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ Nevan Elam
|
|
Chief Executive Officer and Director
|
|
December 18, 2020
|
|
Nevan Elam
|
|
(Principal Executive and Financial Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Young-Jin Kim
|
|
Chairman of Board of Directors
|
|
December 18, 2020
|
|
Young-Jin Kim
|
|
|
|
|
|
|
|
|
/s/ Jung-Hee Lim
|
|
Director
|
|
December 18, 2020
|
|
Jung-Hee Lim
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Gil Labrucherie
|
|
Director
|
|
December 18, 2020
|
|
Gil Labrucherie
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Philippe Fauchet
|
|
Director
|
|
December 18, 2020
|
|
Philippe Fauchet
|
|
|
|
|
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