RZLT Rezolute

Filed: 28 Dec 20, 7:30am












Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of report (Date of earliest event reported):  December 21, 2020 




(Exact Name of Registrant as Specified in Charter)



Delaware 000-54495 27-3440894

(State or Other Jurisdiction

of Incorporation)



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)



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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareRZLTNasdaq 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.


On December 21, 2020, Mr. Jung-Hee Lim, a member of the board of directors, audit committee and compensation committee resigned. We are grateful for Mr. Lim’s service. The departure of Mr. Lim was not related to any disagreements with the Company on any matter relating to its operations, policies, practices or any issues regarding financial disclosures, accounting or legal matters.


With Mr. Lim’s resignation, we are no longer in compliance with the Nasdaq listing rule 5605(b)(1) requiring a majority of independent directors on our board and rule 5605(c)(2)(A) requiring three independent directors on our audit committee. Pursuant to the cure period provided in listing rules 5605(b)(1)(A) and 5605(c)(4)(A)) we have until the earlier of our next shareholder meeting or December 21, 2021 to cure the deficiency.


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


The information disclosed in Item 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.







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.



DATE:  December 24, 2020By:/s/ Keith Vendola                                   

Keith Vendola

Chief Strategy Officer