UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021
OR
☐		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-39683

REZOLUTE, INC.

(Exact Name of Registrant as Specified in its Charter)


Nevada		27-3440894
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

201 Redwood Shores Parkway, Suite 315, Redwood City, California		94065
(Address of Principal Executive Offices)		(Zip Code)

(650) 206-4507

(Registrant’s Telephone Number, including Area Code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.). ☒ Yes ☐ No

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, and 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.

Large accelerated filer ☐	Accelerated filer ☐

Non-accelerated filer ☒	Smaller reporting company ☒

	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 17(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ Yes ☒ No

The registrant had 15,440,250 shares of its $0.001 par value common stock outstanding as of November 10, 2021.

	Page
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements
Unaudited Condensed Consolidated Balance Sheets – September 30, 2021 and June 30, 2021	5
Unaudited Condensed Consolidated Statements of Operations – Three Months Ended September 30, 2021 and 2020	6
Unaudited Condensed Consolidated Statements of Shareholders’ Equity – Three Months Ended September 30, 2021 and 2020	7
Unaudited Condensed Consolidated Statements of Cash Flows – Three Months Ended September 30, 2021 and 2020	8
Notes to Unaudited Condensed Consolidated Financial Statements	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3. Quantitative and Qualitative Disclosures About Market Risk	28
Item 4. Controls and Procedures	28

PART II – OTHER INFORMATION	29

Item 1. Legal Proceedings	29
Item 1A. Risk Factors	29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3. Defaults Upon Senior Securities	29
Item 4. Mine Safety Disclosures	29
Item 5. Other Information	29
Item 6. Exhibits	29

Signatures	30


	September 30,		June 30,
	2021		2021
Assets

Current assets:
Cash and cash equivalents	$	37,292	$	41,047
Prepaid expenses and other		1,053		946
Total current assets		38,345		41,993

Long-term assets:
Right-of-use assets, net		317		396
Deferred offering costs and other		72		191
Property and equipment, net		26		29
Total assets	$	38,760	$	42,609

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	1,592	$	1,035
Accrued liabilities:
Compensation and benefits		—		77
Insurance premiums		121		242
Other		679		349
Current portion of operating lease liabilities		206		265
Total current liabilities		2,598		1,968

Long-term liabilities:
Long term debt, net of discount		14,071		13,968
Embedded derivative liabilities		371		387
Operating lease liabilities, net of current portion		161		187
Total liabilities		17,201		16,510

Commitments and contingencies (Notes 4 and 8)

Shareholders' equity:
Preferred Stock, $0.001 par value; 400 shares shares authorized as of September 30, 2021 and June 30, 2021; no shares issued and outstanding		—		—
Common Stock, $0.001 par value, 40,000 shares authorized as of September 30, 2021 and June 30, 2021; 8,640 and 8,352 shares issued and outstanding as of September 30, 2021 and June 30, 2021, respectively		9		8
Additional paid-in capital		197,524		194,229
Accumulated deficit		(175,974)		(168,138)
Total shareholders' equity		21,559		26,099
Total liabilities and shareholders' equity	$	38,760	$	42,609


	Three Months Ended
	September 30,
	2021		2020
Operating expenses:
Research and development	$	5,774	$	2,344
General and administrative		1,866		1,279
Total operating expenses		7,640		3,623
Operating loss		(7,640)		(3,623)
Non-operating income (expense):
Employee retention credit		231		—
Gain on change in fair value of embedded derivative liability		16		—
Interest expense, net		(443)		3
Total non-operating income (expense), net		(196)		3
Net loss	$	(7,836)	$	(3,620)

Net loss per common share - basic and diluted	$	(0.92)	$	(0.62)
Weighted average number of common shares outstanding - basic and diluted		8,513		5,867


				Additional				Total
	Common Stock			Paid-in		Accumulated		Shareholders'
	Shares	Amount		Capital		Deficit		Equity
Three Months Ended September 30, 2021:
Balances as of June 30, 2021	8,352	$	8	$	194,229	$	(168,138)	$	26,099
Share-based compensation	—		—		842		—		842
Issuance of common stock for cash	254		1		2,689		—		2,690
Advisory fees and other offering costs	—		—		(686)		—		(686)
Issuance of commitment shares	34		—		450		—		450
Net loss	—		—		—		(7,836)		(7,836)
Balances as of September 30, 2021	8,640	$	9	$	197,524	$	(175,974)	$	21,559

Three Months Ended September 30, 2020:
Balances as of June 30, 2020	5,867	$	6	$	154,595	$	(147,236)	$	7,365
Share-based compensation	—		—		634		—		634
Fair value of warrants issued to consultants for services	—		—		3		—		3
Net loss	—		—		—		(3,620)		(3,620)
Balances as of September 30, 2020	5,867	$	6	$	155,232	$	(150,856)	$	4,382


Fiscal year ending June 30,
Remainder of fiscal year 2022	$	192
2023		117
2024		79
Total lease payments		388
Less imputed interest		(21)
Present value of operating lease liabilities	$	367


Fiscal year ending June 30,
2022	$	—
2023		833
2024		5,000
2025		5,000
2026		4,880
Total contractual payments		15,713
Less unaccreted debt discount		(1,642)
Net carrying value	$	14,071


	Termination	Number of Shares
Description	Date	Authorized	Outstanding	Available
2015 Plan	February 2020	50	50	—
2016 Plan	October 2021	313	313	—
2019 Plan	July 2029	200	200	—
2021 Plan	March 2030	1,200	766	434
Total		1,763	1,329	434


	Shares	Price ⁽¹⁾		Term ⁽²⁾
Outstanding, June 30, 2021	1,285	$	16.35	8.7
Granted	75		8.96
Forfeited	(31)		22.67
Outstanding, September 30, 2021	1,329		15.78	8.5
Vested, September 30, 2021	507		21.07	7.2


Market price of common stock on grant date	$	8.96
Expected volatility		92	%
Risk free interest rate		0.97	%
Expected term (years)

SEC Form 10-Q filed by Rezolute, Inc.