Rezolute, Inc PRE 14A, filed Apr 12, 2021

Rezolute, Inc. (RZLT)

PRE 14A 2021-04-12 For: 2021-05-12

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Added on October 22, 2026

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	Proposal 1. Board Of Directors Proposal					6
	Proposal 2. Accountant Proposal					15
	Proposal 3. 2021 Equity Plan Proposal					17
	Proposal 4. Reincorporation Proposal					23
	Proposal 5: Share Increase Proposal					40
	Proposal 6. Say-On-Pay Proposal					42
	Proposal 7. Adjournment Proposal					48
	Appendices
	Appendix A — Form of Proxy Card					A-1
	Appendix B — 2021 Equity Plan					B-1
	Appendix C — Agreement and Plan of Merger					C-1
	Appendix D — Articles of Incorporation for Nevada Reincorporation					D-1
	Appendix E — Bylaws for Nevada Reincorporation					E-1

Name	Age	Position	Date Appointed
Young-Jin Kim	63	Chairman of the Board of Directors	February 10, 2019
Nevan Charles Elam	53	Chief Executive Officer, Director and Principal Financial Officer	January 31, 2013
Philippe Fauchet	63	Director	September 10, 2020
Gil Labrucherie	49	Director	November 20, 2019
Wladimir Hogenhuis	56	Director	March 2, 2021
Nerissa Kreher	48	Director	March 2, 2021

Name of Beneficial Owner	Position with Company	Beneficial Ownership		Percent of Class
Stockholders in excess of 5%
Handok, Inc.	Stockholder		2,015,491(1)		24.1%
Genexine, Inc.	Stockholder		1,826,019(2)		21.9%
Entities associated with Federated Hermes, Inc.	Stockholder		1,612,122(3)		18.4%
Entities associated with CDK Associates, LLC	Stockholder		530,388(4)		6.3%
Entities associated with Third Street Holdings, LLC	Stockholder		33,855(4)		0.4%
Armistice Capital Master Fund Ltd.	Stockholder		483,637(5)		5.7%
Directors and Executive Officers:
Young-Jin Kim	Chairman of the Board of Directors		2,015,491(6)		24.1%
Nevan Charles Elam	Chief Executive Officer and Director		280,767(7)		3.3%
Gil Labrucherie	Director		5,660(8)		*
Philippe Fauchet	Director		1,556(9)		*
Sankaram Mantripragada, Ph.D.	Scientist Emeritus		114,963(10)		1.4%
Brian Roberts	Senior Vice President of Clinical Development		39,713(11)		*
Directors and executive officers as a group (6 people)			2,458,149(12)		28.0%

	2020					2019
	Amount			Percent		Amount			Percent
Audit fees		$	142,000		92%		$	142,035		100%
Audit-related fees			—		—			—		—
Tax fees			12,000		8%			—		—
All other fees			—		—			—		—
Total		$	154,000		100%		$	142,035		100%

		As o f March 13, 2021							As of June 30, 2020
	Plan Termination Date	Shares to be Issued Upon Exercise of Outstanding Options:					Securities Available For Future Issuance		Shares to be Issued Upon Exercise of Outstanding Options:					Securities Available For Future Issuance
	Plan Termination Date	Number of Shares		Weighted Average Exercise Price			Securities Available For Future Issuance		Number of Shares		Weighted Average Exercise Price			Securities Available For Future Issuance
Equity compensation plans approved by security holders:
2014 Stock and Incentive Plan	March 21, 2019		43,708		$	153.48		—		43,708		$	153.47		—
2015 Non-Qualified Stock Option Plan	February 23, 2020		87,700			59.85		—		95,100			55.19		—
2016 Non-Qualified Stock Option Plan	October 31, 2021		517,300			29.78		42,700		524,300			29.63		35,700
Equity compensation plans not approved by security holders:
2019 Non Qualified Stock Option Plan	July 31, 2029		300,000			14.50		—		300,000			14.50		—
Total			948,708			33.35		42,700		963,108			33.06		35,700

	By order of the Board of Directors
	/s/ Nevan Charles Elam Nevan Charles Elam
	Chief Executive Officer, Director Redwood City, California

	Provision			Delaware Law and Rezolute-Delaware’s Certificate of Incorporation and Bylaws			Nevada Law and Rezolute-Nevada’s Articles of Incorporation and Bylaws			Notes
	Amendment of Charter Documents			Delaware law requires a vote of a corporation’s board of directors followed by the affirmative vote of the majority of shares present in person or represented by proxy and entitled to vote to approve any amendment to the			Nevada law requires a vote of the corporation’s board of directors followed by the affirmative vote of the majority of shares present or in person and entitled to vote to approve any amendment to the articles of incorporation. If any

Name and Position	Fiscal Year		Salary			Bonus			Stock Option Awards			All Other Compensation			Total
Nevan Charles Elam,		2020		$	490,000(1)		$	355,770(4)		$	2,688,000(6)		$	23,683(7)		$	3,557,453
Chief Executive Officer		2019			453,333(1)			258,750(5)			—			20,163(7)			732,246
Sankaram Mantripragada,		2020		$	350,000(2)		$	238,875(4)		$	627,000(6)		$	31,883(8)		$	1,247,758
Scientist Emeritus		2019			350,000(2)			181,125(5)			—			31,269(8)			562,394
Keith Vendola,		2020		$	365,000(3)		$	44,179(4)		$	538,000(6)		$	13,581(9)		$	960,760
Former Chief Financial Officer		2019			330,000(3)			8,044(5)			395,723(6)			1,605			735,372

Name	Grant Date		Vesting Type		Number of Securities Underlying				Option Exercise Price			Option Expiration Date
					Unexercised Options
					Exercisable		Unexercisable
Nevan Charles Elam(1):
		3/26/14		Time		27,000		—		$	156.00		3/26/21
		2/23/15		Time		34,800		—			103.00		2/23/25
		12/28/16		Time		61,250		8,750			60.00		12/28/16
		7/31/19		Time		95,833		104,167			14.50		7/31/29
		7/31/19		Hybrid		—		100,000(2)			14.50		7/31/29
Total for Mr. Elam						218,883		212,917
Sankaram Mantripragada:
		3/26/14		Time		10,000		—		$	156.00		3/26/21
		2/23/15		Time		13,900		—			103.00		2/23/25
		5/12/17		Time		15,417		4,583			60.00		5/12/27
		6/30/17		Time		15,000		5,000			60.00		6/30/27
		7/31/19		Time		22,521		24,479			14.50		7/31/29
		7/31/19		Hybrid		—		23,000(2)			14.50		7/31/29
Total for Dr. Mantripragada						76,838		57,062
Keith Vendola:
		7/2/18		Time		9,583		10,417		$	26.00		7/2/28
		7/31/19		Time		19,167		20,833			14.50		7/31/29
		7/31/19		Hybrid		—		20,000(2)			14.50		7/31/29
Total for Mr. Vendola						28,750		51,250

	Appendix A — Form of Proxy Card
	Appendix B — 2021 Equity Plan
	Appendix C — Agreement and Plan of Merger
	Appendix D — Articles of Incorporation for Nevada Reincorporation
	Appendix E — Bylaws for Nevada Reincorporation

Provision	Delaware Law and Rezolute-Delaware’s Certificate of Incorporation and Bylaws	Nevada Law and Rezolute-Nevada’s Articles of Incorporation and Bylaws	Notes
	certificate of incorporation, unless a greater percentage vote is required by the certificate of incorporation. Where a separate vote by class or series is required, the affirmative vote of a majority of the shares of such class or series is required unless the certificate of incorporation requires a greater percentage vote. Further, Delaware law states that if an amendment would increase or decrease the aggregate number of authorized shares of a class, increase or decrease the par value of shares of a class or alter or change the powers, preferences or special rights of a particular class or series of stock so as to affect them adversely, the class or series so affected shall be given the power to vote as a class notwithstanding the absence of any specifically enumerated power in the certificate of incorporation. Delaware law also states that the power to adopt, amend or repeal the bylaws of a corporation shall be vested in the stockholders entitled to vote, provided that the corporation in its certificate of incorporation may confer such power on the board of directors in addition to the stockholders.	proposed amendment would adversely alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series adversely affected by the amendment. Nevada law provides that, unless otherwise prohibited by any bylaw adopted by the stockholders, the directors may adopt, amend or repeal any bylaw, including any bylaw adopted by the stockholders. The articles of incorporation may grant the authority to adopt, amend or repeal bylaws exclusively to the directors.
Number of Directors	Delaware law provides that a corporation must have at least one or more directors to be fixed as provided in the bylaws of the corporation, unless the certificate of incorporation fixes the number of directors, in which case a change in the number of directors shall be made only	Nevada law provides that a corporation must have at least one director, and may provide in its articles of incorporation or in its bylaws for a fixed number of directors or a variable number of directors, and for the manner in which the number of directors may be increased or decreased.	Nevada and Delaware law are substantially similar in respect to setting the number of directors of the Company.

Provision	Delaware Law and Rezolute-Delaware’s Certificate of Incorporation and Bylaws	Nevada Law and Rezolute-Nevada’s Articles of Incorporation and Bylaws	Notes
	by amendment of the certificate of incorporation.
	The Delaware Bylaws provide that subject to the rights of the holders of any series of preferred stock of the Company then outstanding to elect additional directors under specified circumstances, the number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the board.	The Nevada Bylaws provide that subject to the rights of the holders of any series of preferred stock of the Company then outstanding to elect additional directors under specified circumstances, the number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the board.	The Company’s existing Bylaws and the Delaware Bylaws are the same in this regard.
Classified Board of Directors	Under Delaware law, the certificate of incorporation or the bylaws may provide for the classification of directors into as many as three classes with staggered terms of office. The certificate of incorporation may provide the holders of any class or series of stock the right to elect 1 or more directors. In addition, the certificate of incorporation may confer upon 1 or more directors voting powers greater than or less than those of other directors.	Under Nevada law, the articles of incorporation or the bylaws may provide for the classification of directors as to the duration of their respective terms of office or as to their election by one or more authorized classes or series of shares. At least one-fourth of the total number of the directors must be elected annually.	Nevada and Delaware law are substantially similar in respect to classification of the Board.
Term of Board of Directors	The default rule in Delaware is that each director shall hold office until the next annual meeting of stockholders (and until such director’s successor is elected and qualified) or until such director’s earlier resignation or removal.	Nevada law provides that, unless otherwise provided in the articles of incorporation or bylaws, each director holds office after the expiration of his or her term until a successor is elected and qualified at an annual meeting of stockholders, or until the director resigns or is removed.	Nevada and Delaware law are substantially similar in respect to the term of directors.
	The Delaware Bylaws provide that each director shall hold office until such director’s successor is elected and qualified.	The Company’s existing Bylaws provide that each director shall hold office until the next annual shareholder meeting or until his or her successor is elected and qualified.	The Rezolute-Nevada Bylaws and the Company’s existing Bylaws are identical in this regard.

Provision	Delaware Law and Rezolute-Delaware’s Certificate of Incorporation and Bylaws	Nevada Law and Rezolute-Nevada’s Articles of Incorporation and Bylaws	Notes
Removal of Directors	Delaware law provides that a director may be removed with or without cause by the holders of a majority in voting power of the issued and outstanding stock entitled to vote, except that (1) members of a classified board of directors may be removed only for cause, unless the certificate of incorporation provides otherwise, and (2) in the case of a corporation having cumulative voting, directors may not be removed in certain situations without satisfying certain stockholder approval requirements.	Nevada law provides that the any director may be removed, with or without cause, from office by the vote of stockholders representing not less than two-thirds of the voting power of the issued and outstanding stock entitled to vote. With respect to corporations that elect directors with cumulative voting, any director or directors who constitute fewer than all of the directors may not be removed except upon vote of the stockholders owning sufficient shares to prevent each director’s election at the time of removal.	Nevada and Delaware law are substantially similar in respect to the removal of directors.
	The Delaware Bylaws provide any director, or the entire Board of Directors, may be removed from office at any time only for cause and only by the affirmative vote of the holders of at least 50.1% of the voting power of all of the then outstanding shares of the Corporation then entitled to vote at an election of directors, voting together as a single class.	The Company’s existing Bylaws provide any director, or the entire Board of Directors, may be removed from office at any time only for cause and only by the affirmative vote of the holders of at least 50.1% of the voting power of all of the then outstanding shares of the Corporation then entitled to vote at an election of directors, voting together as a single class.	The Rezolute-Nevada Bylaws and the Company’s existing Bylaws are identical in this regard.
Filling Vacancies on the Board of Directors	Delaware law provides that, unless otherwise provided in the certificate of incorporation or bylaws of a corporation, vacancies may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Further, if, at the time of filling any vacancy, the directors then in office shall constitute less than a majority of the whole board, the Delaware Court of Chancery may, upon application of any stockholder or stockholders	Nevada law provides that all vacancies, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors, though less than a quorum, unless it is otherwise provided in the articles of incorporation. Unless otherwise provided in the articles of incorporation, pursuant to a resignation by a director, the board may fill the vacancy or vacancies with each director so appointed to hold office during the remainder of the term of	Delaware law provides greater protection to the Company’s stockholders by permitting stockholders representing at least 10% of the issued and outstanding shares to apply to the Delaware Court of Chancery to have an election of directors in the situation where the directors in office constitute less than a majority of the whole Board.

Provision	Delaware Law and Rezolute-Delaware’s Certificate of Incorporation and Bylaws	Nevada Law and Rezolute-Nevada’s Articles of Incorporation and Bylaws	Notes
	holding at least 10% of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.	office of the resigning director or directors.
	The Delaware Bylaws provide that any vacancy on the board of directors may be filled be filled only by a resolution of a majority of the directors then in office even though less than a quorum, or by a sole remaining director and not by the stockholders,	The Company’s existing Bylaws provide that vacancies on the Board may be filled only by a resolution of a majority of the directors then in office even though less than a quorum, or by a sole remaining director and not by the stockholders,	The Rezolute-Nevada Bylaws provide the same appointment rights as the Company’s existing Bylaws.
Cumulative Voting	Delaware law permits corporations to provide for cumulative voting in the corporation’s certificate of incorporation.	Nevada law permits cumulative voting only if the articles of incorporation provide for cumulative voting and certain procedures regarding notice are followed.	Nevada and Delaware law are substantially similar in respect to cumulative voting for directors.
	The Delaware Certificate of Incorporation does not provide for cumulative voting.	The Company’s existing Articles of Incorporation do not provide for cumulative voting.	The Rezolute-Delaware Certificate of Incorporation and Rezolute-Nevada’s Articles of Incorporation are identical in respect to not allowing cumulative voting.