Rezolute Inc美股招股说明书(2025-04-23版)

20,786,923 Shares of Common StockandPre-Funded Warrants to Purchase up to 6,905,385 Shares ofCommon Stock We are offering20,786,923shares of our common stock, par value $0.001 per share (“common stock”) and inlieu of common stock to certain investors that choose, pre-funded warrants (the “Pre-Funded Warrants”) topurchase up to6,905,385shares of common stock, pursuant to this prospectus supplement and the accompanyingprospectus. The purchase price of each Pre-Funded Warrant will equal the price per share of common stock beingsold in this offering (the “Offering Price”), minus $0.001, and the exercise price of each Pre-Funded Warrant willbe $0.001. This prospectus supplement also relates to the offering of shares of our common stock issuable uponthe exercise of the Pre-Funded Warrants (the “Pre-Funded Warrant Shares”). Our common stock is traded on the Nasdaq Capital Market (“Nasdaq”), under the symbol “RZLT.” On April22,2025, the last reported sale price of our common stock on Nasdaq was $3.11. We do not intend to list the Pre-Funded Warrants on Nasdaq or any other national securities exchange or any other nationally recognized tradingsystem. Investing in our securities involves substantial risks. See “Risk Factors” beginning on pageS-9,and under similar headings in the other documents that are incorporated by reference into thisprospectus supplement and the accompanying prospectus. We have granted the underwriters an option for a period of 30 days from the date of this prospectus supplement topurchase up to an additional4,153,846shares of common stock at the Offering Price set forth above, lessunderwriting discounts and commissions paid by us. The underwriters expect to deliver the securities against payment on or about April24, 2025 through the book-entryfacilities of The Depository Trust Company. Neither the Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of these securities or passed upon the adequacy or accuracy of thisprospectus supplement or the accompanying prospectus. Any representation to the contrary isa criminal offense. Sole Book-Running Manager Guggenheim Securities Lead Managers BTIG Jones Craig-Hallum Maxim Group LLC Table of ContentsProspectus SupplementABOUT THIS PROSPECTUS SUPPLEMENTS-1FORWARD-LOOKING STATEMENTSS-2PROSPECTUS SUPPLEMENT SUMMARYS-3THE OFFERINGS-7RISK FACTORSS-9USE OF PROCEEDSS-12DILUTIONS-13DESCRIPTION OF SECURITIESS-15MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF COMMONSTOCK AND PRE-FUNDED WARRANTS.S-17UNDERWRITINGS-22LEGAL MATTERSS-30EXPERTSS-30WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-31ProspectusABOUT THIS PROSPECTUS1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS2THE COMPANY3RISK FACTORS7USE OF PROCEEDS10DESCRIPTION OF DEBT SECURITIES11DESCRIPTION OF CAPITAL STOCK18DESCRIPTION OF WARRANTS20DESCRIPTION OF PURCHASE CONTRACTS26DESCRIPTION OF DEPOSITARY SHARES27PLAN OF DISTRIBUTION31WHERE YOU CAN FIND MORE INFORMATION35INCORPORATION BY REFERENCE35LEGAL MATTERS37EXPERTS37 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement relates to the offering of our common stock and Pre-Funded Warrants. Beforebuying any of the common stock or Pre-Funded Warrants that we are offering, we urge you to carefully readthis prospectus supplement, together with the information incorporated by reference as described under theheadings “Where You Can Find Additional Information” in the accompanying prospectus, and any free writingprospectus that we have authorized for use in connection with this offering. These documents containimportant information that you should consider when making your investment decision. This prospectus supplement describes the terms of this offering of common stock and Pre-Funded Warrantsand also adds to and updates information contained in the documents incorporated by reference into thisprospectus supplement. To the extent there is a conflict between the information contained in this prospectussupplement, on the one hand, and the information contained in any document incorporated by reference intothis prospectus supplement that was filed with the Securities and Exchange Commission (the “SEC”),beforethe date of this prospectus supplement, on the other hand, or the information contained in any free writingprospectus prepared by us or on our behalf that we have authorized for use in connection with this offering,you should rely on the information in this prospectus supplement. If any statement in one of these documentsis inconsistent with a statement in another document having a later date for example, a documentincorporated by reference into this prospectus supplement- the statement in the document having the laterdate modifies or supersedes the earlier statement. We further note that the representations, warranties and covenants made by us in any agreement that is filedas an exhibit to any document that is incorporated by reference into this prospectus supplement were