SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Rezolute, Inc. [ RZLT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 04/26/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 04/26/2019 | C | 56,818,175 | A | (1)(2) | 56,818,175 | D | |||
Common Stock | 07/23/2019 | P(3) | 34,482,758 | A | $0.29 | 91,300,933(4) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series AA Preferred Stock | $0.22 | 04/26/2019 | C | 1,250,000 | (1)(2) | (1)(2) | Common Stock | 56,818,175(1)(2) | $10 | 0 | D |
Explanation of Responses: |
1. Reporting Person acquired 1,250,000 shares of Issuer's Series AA Preferred Stock on January 30, 2019. Each share of the Issuer's Series AA Preferred Stock is convertible into shares of the Issuer's Common Stock at a ratio of 45.45454 shares of Common Stock for one share of Series AA Preferred Stock ("Conversion Rate") at the holder's election and has no expiration date. The Series AA Preferred Stock will automatically convert, at the Conversion Rate, into Common Stock (i) at any time upon the vote or consent of the holders of two thirds of the voting power of the then outstanding Series AA Preferred Stock or (ii) the amendment to Issuer's Certificate of Incorporation to increase the number of shares of Common Stock authorized to be issued to at least 500,000,000 shares of Common Stock. |
2. Upon the filing of Issuer's amendment to Certificate of Incorporation on April 26, 2019, which amendment increased the authorized number of shares of Common Stock of the Issuer to 500,000,000, each share of Series AA Preferred Stock automatically converted into shares of the Issuer's Common Stock at the Conversion Rate. |
3. Issuer granted Reporting Person a call option whereby the earlier of, (i) December 31, 2020 and (ii) the date when Issuer asks Reporting Person for further financing, Reporting Person may elect to purchase up to $10,000,000 worth of shares of the Issuer's Common Stock at a purchase price equal to the greater of: (i) $0.29 per share or (ii) 75% of the volume weighted average closing price of the Issuer's Common Stock during the thirty (30) consecutive trading days prior to the date of the notice. Pursuant to a Purchase Agreement for Shares of Common Stock dated July 23, 2019, Reporting Person exercised the full call option to purchase Common Stock. |
4. Such amount now represents 1,826,019 shares of common stock after taking into account the 50:1 reverse stock split effected October 7, 2020. |
Remarks: |
/s/ Genexine, Inc., by Sung June Hong, CFO | 07/28/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |