8-K

Rezolute, Inc. (RZLT)

8-K 2023-05-26 For: 2023-05-25
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ofthe

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):May 25, 2023

REZOLUTE, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada 001-39683 27-3440894
(State or Other Jurisdiction<br><br> <br>of Incorporation) (Commission<br><br> <br>File Number) (I.R.S. Employer<br><br> <br>Identification No.)

275 Shoreline Drive, Suite 500, Redwood City,CA 94065

(Address of Principal Executive Offices, andZip Code)

650-206-4507

Registrant’s Telephone Number, IncludingArea Code

Not Applicable

(Former Nameor Former Address, if Changed Since Last Report) ****

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
--- ---
¨ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001 per share RZLT Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07 Submission of Matters to a Vote ofSecurity Holders.

The Company held its 2023 annual meeting of stockholders on May 25, 2023. The meeting was held virtually at https://agm.issuerdirect.com/rzlt. As of the record date, April 6, 2023, there were a total of 36,827,567 shares of common stock outstanding and entitled to vote at the special meeting. At the annual meeting, 28,057,261 shares of common stock were represented in person (virtually) or by proxy; therefore, a quorum was present. The final voting results for the matters submitted to a vote of stockholders were as follows:

Proposal No. 1 - Election of Directors

To elect the six nominees to the Company's Board of Directors to serve until the 2024 Annual Meeting of Stockholders, until his or her successor is elected and shall have qualified or until his or her death, resignation, removal or disqualification:

Nominee Name Votes For Votes Withheld Broker Non Votes
Nevan Charles Elam 27,996,335 2,865 58,061
Gil Labrucherie 25,418,218 2,580,982 58,061
Philippe Fauchet 24,057,776 3,941,424 58,061
Nerissa Kreher 27,997,461 1,739 58,061
Wladimir Hogenhuis 25,772,121 2,227,079 58,061
Young-Jin Kim 27,743,689 255,511 58,061

Proposal No. 2 - Ratification of IndependentRegistered Public Accounting Firm

To ratify Plante & Moran, PLLC as the Company’s independent registered public accounting firm for fiscal year ending June 30, 2023:

Votes For Votes Against Abstentions Broker Non Votes
28,057,059 202 0 0

Proposal No. 3 - Say-on-Pay Proposal

To approve by a non-binding advisory vote, the compensation of the Company’s named executive officers, as disclosed in the Executive Compensation section of the proxy statement:

Votes For Votes Against Abstentions Broker Non Votes
27,799,551 199,289 360 58,061

Proposal No. 4 - Say-on-Frequency Proposal

To approve, by a non-binding advisory vote, the preferred frequency of one year for future advisory votes on the compensation of the Company's named executive officers:

3 Years 2 Years 1 Year Abstain Broker Non Votes
1,378,333 495,535 25,947,811 177,521 58,061

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following Exhibits are furnished as part of this Current Report on Form 8-K.

Exhibit No. Description
104 Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REZOLUTE, INC.
DATE:  May 26, 2023 By: /s/ Nevan Charles Elam
Nevan Charles Elam<br><br> <br>Chief Executive Officer