UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 26, 2021
REZOLUTE, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-54495 | 27-3440894 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
201 Redwood Shores Pkwy, Suite 315, Redwood City, CA 94065
(Address of Principal Executive Offices, and Zip Code)
650-206-4507
Registrant’s Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (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)) |
| ¨ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 of Security Holders.
The Company held its 2021 annual meeting of stockholders on May 26, 2021. The meeting was held virtually at http://www.virtualshareholdermeeting.com/RZLT2021SM. As of the record date, April 21, 2021, there were a total of 8,352,277 shares of common stock outstanding and entitled to vote at the special meeting. At the annual meeting, 4,789,755 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 following nominees to serve as members of the Company’s board of directors:
| Nominee Name | Votes For | Votes Withheld | Broker Non Votes |
| Young-Jin Kim | 4,373,866 | 42,159 | 373,730 |
| Nevan Charles Elam | 4,394,843 | 21,182 | 373,730 |
| Philippe Fauchet | 4,394,843 | 21,182 | 373,730 |
| Gil Labrucherie | 4,374,076 | 41,949 | 373,730 |
| Wladimir Hogenhuis | 4,394,843 | 21,182 | 373,730 |
| Nerissa Kreher | 4,394,843 | 21,182 | 373,730 |
Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm
To ratify Plant & Moran, PLLC as the Company’s independent registered public accounting firm for fiscal 2021:
| Votes For | Votes Against | Abstentions | Broker Non Votes |
| 4,766,070 | 22,802 | 883 | 0 |
Proposal No. 3 – 2021 Equity Plan Proposal
To adopt the Company’s 2021 Stock Incentive Plan:
| Votes For | Votes Against | Abstentions | Broker Non Votes |
| 4,392,057 | 21,738 | 2,230 | 373,730 |
Proposal No. 4 – Reincorporation Proposal
To approve the reincorporation of the Company from the State of Delaware to the State of Nevada:
| Votes For | Votes Against | Abstentions | Broker Non Votes |
| 4,402,542 | 12,500 | 983 | 373,730 |
Proposal No. 5 – Share Increase Proposal
To approve in connection with the reincorporation of the Company, an increase in the Company’s authorized shares of common stock as set forth in the Articles of Incorporation to take effect following the reincorporation:
| Votes For | Votes Against | Abstentions | Broker Non Votes |
| 4,373,497 | 42,034 | 494 | 373,730 |
Proposal No. 6 – 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 |
| 4,386,718 | 22,670 | 6,637 | 373,730 |
Proposal No. 7 – Adjournment Proposal
To authorize an adjournment of the annual meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of the 2021 Equity Plan Proposal, the Reincorporation Proposal and/or the Share Increase Proposal:
| Votes For | Votes Against | Abstentions | Broker Non Votes |
| 4,624,577 | 163,737 | 1,441 | 0 |
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: June 2, 2021 | By: | /s/ Nevan Elam |
|
Nevan Elam Chief Executive Officer | ||