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):  September 9, 2020 

 

 

 

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
N/A N/A N/A

  

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 5.02 Departure of Directors or Certain Officers; Election of Officers; Appointment of Certain Officers:  Compensatory Arrangements of Certain Officers.

 

On September 10, 2020, the Board of Directors (the "Board") of Rezolute, Inc. (the "Company"):

 

- Increased the number of authorized directors on the Board from five (5) to six (6) members;
- Appointed Philippe Fauchet to the Board; and
- Accepted the resignation of Dr. Young Chul Sung from the Board, effective immediately.

 

Mr. Fauchet has spent more than 35 years in the pharmaceutical industry, most recently as the Chairman of GlaxoSmithKline K.K. from April 2017 to February 2019. Mr. Fauchet joined GlaxoSmithKline K.K. as President & Representative Director in 2010. Previously, he served as Senior Vice President, Corporate Business Development Head of Sanofi-Aventis Group and a member of the Management Committee. Alongside these industry roles, Philippe is currently adjunct professor at the University of Tokyo, Graduate School of Medicine, Global Health Policy Department. Mr. Fauchet is independent as defined by NASDAQ Rule 5605(a)(2). There were no arrangements or understandings by which Mr. Fauchet was named a director.

 

Dr. Sung’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Board wishes to thank Dr. Sung for his many years of service to the Company.

 

Item 7.01 Regulation FD Disclosure.

 

On September 10, 2020, the Company issued a press release announcing the information set forth in Item 5.02 above. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number 		  Exhibit Title
     
99.1   Press release dated September 10, 2020 announcing the resignation of Dr. Sung and the appointment of Mr. Fauchet to the Board of Directors of Rezolute, Inc.

  

 

 

 

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:  September 10, 2020 By: /s/ Keith Vendola 
    Keith Vendola
    Chief Financial Officer

  

 

 

Exhibit 99.1

 

Rezolute, Inc. Welcomes Pharmaceutical Industry Leader Philippe Fauchet to its Board of Directors

 

REDWOOD CITY, California, September 10, 2020 (GLOBE NEWSWIRE) – Rezolute, Inc. (“Rezolute” or “the Company”) (OCTQB:RZLT), announced today that the Company has appointed veteran global healthcare executive Philippe Fauchet, O.B.E. to its board of directors.

 

Philippe has spent more than 35 years in the pharmaceutical industry, including most recently as the chairman of GlaxoSmithKline Japan where he joined as president & representative director in 2010. Previously, he served as senior vice president, corporate business development, head of Sanofi-Aventis Group and as a member of the Management Committee. Philippe is currently a director and senior advisor to several biotech companies, as well as a venture partner in an investment firm.

 

Nevan Elam, Rezolute’s chief executive officer, said, “We are thrilled to add Philippe to our board and believe that he will make tremendous contributions as we continue to evolve. Philippe’s insights on market dynamics and strategic relationships will be a critical asset especially as our lead program, RZ358, progresses through late-stage clinical trials.”

 

Mr. Fauchet added, “Joining Rezolute’s board is an exciting opportunity given that the Company’s therapeutic candidates have the potential to meaningfully improve the quality of life for patients with serious metabolic disorders across the globe. I look forward to working with the Rezolute team.”

 

About Rezolute, Inc.
Rezolute is advancing targeted therapies for rare, metabolic, and life-threatening diseases. Its lead clinical asset, RZ358, is in Phase 2b development as a potential treatment for CHI, a rare pediatric endocrine disorder. Its pipeline also includes RZ402, an IND-ready orally available plasma kallikrein inhibitor which is staged to transition into clinical development, for the treatment of diabetic macular edema. For more information, visit www.rezolutebio.com or follow us on Twitter.

 

Forward-Looking Statements
This release, like many written and oral communications presented by Rezolute, Inc. and our authorized officers, may contain certain forward-looking statements regarding our prospective performance and strategies within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of said safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of the Company, are generally identified by use of words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "project," "seek," "strive," "try," or future or conditional verbs such as "could," "may," "should," "will," "would," or similar expressions. Our ability to predict results or the actual effects of our plans or strategies is inherently uncertain. Accordingly, actual results may differ materially from anticipated results. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Except as required by applicable law or regulation, Rezolute undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

 

 

 

 

Media Contact

Amy Jobe, Ph.D.

LifeSci Communications

+1 315 879 8192

ajobe@lifescicomms.com

 

Investor Contact

Corey Davis, Ph.D.

LifeSci Advisors

+1 212 915 2577

cdavis@lifesciadvisors.com