Form 8-K
8-K — Rezolute, Inc.
Accession: 0001104659-26-110412
Filed: 2026-09-24
Period: 2026-09-24
CIK: 0001509261
SIC: 2834 (PHARMACEUTICAL PREPARATIONS)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
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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 24, 2026
REZOLUTE, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada
001-39683
27-3440894
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
275 Shoreline Drive, Suite 500, 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
Common Stock, par value $0.001
per share
RZLT
Nasdaq 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 2.02
Results of Operations and Financial Condition.
On
September 24, 2026, Rezolute, Inc. issued a press release announcing its financial results for the fourth quarter and fiscal
year ended June 30, 2026. A copy of this press release is attached hereto as Exhibit 99.1.
The
information in this Current Report on Form 8-K, including Exhibit 99.1, 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 liability
of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange
Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current
Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Press Release, dated September 24, 2026
104
Cover Page Interactive Data File (formatted as inline XBRL)
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 24, 2026
By:
/s/ Nevan Charles Elam
Nevan Charles Elam
Chief Executive Officer
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm2625842d1_ex99-1.htm · Sequence: 2
Exhibit 99.1
Rezolute Reports
Fourth Quarter and Full Year Fiscal 2026 Financial Results and Provides Business Update
REDWOOD CITY,
Calif., September 24, 2026 – Rezolute, Inc. (Nasdaq: RZLT) (“Rezolute” or the “Company”),
a late-stage ultra-rare rare disease company focused on treating refractory hypoglycemia caused by any form of hyperinsulinism (HI),
today reported financial results and provided a business update for the fourth quarter and full fiscal year ended June 30, 2026.
Tumor HI
· upLIFT,
a Phase 3, single-arm, open label study in up to 16 hospitalized participants for the treatment
of tumor HI, is ongoing.
· Enrollment
is in progress and topline results are expected before the end of 2026.
· In
June 2026, the Company shared positive interim data from the upLIFT study, announcing
that of the 8 participants enrolled, 6 had already met the responder criterion for the study’s
primary endpoint within the 8-week pivotal treatment phase. Each of these 6 participants
also achieved a complete discontinuation of intravenous glucose requirements with the administration
of ersodetug. Since the time of this announcement, the seventh participant has also met
the responder criterion for the study’s primary endpoint.
· One
of the 8 enrolled participants withdrew study consent and discontinued ersodetug and all
other non-palliative therapies prior to completion of the pivotal treatment phase. This patient
had Stage 4 metastatic colon cancer and a poor Eastern Cooperative Oncology Group performance
status (ECOG 4). The participant elected to be discharged from the hospital to receive hospice
care at home, where they died one week later due to cancer progression. The reduction and eventual discontinuation of intravenous glucose were undertaken in the setting of hospice transition, so the participant
is being counted as a non-responder for purposes of assessing the primary endpoint.
· In
June 2026 at the Annual Meeting of the Endocrine Society (ENDO), Rezolute delivered
a poster presentation highlighting favorable outcomes from a case series report of 9 patients
with refractory hypoglycemia due to malignant insulinoma and non-islet cell tumors (tumor
HI), demonstrating that 75% of the patients receiving IV dextrose/total parenteral nutrition
(TPN) in the EAP achieved a complete discontinuation of IV dextrose/TPN.
· The
outcomes of this case series were also recently published in manuscript form in The Journal
of Clinical Endocrinology & Metabolism (JCEM), titled Ersodetug for refractory hypoglycemia
due to malignant insulin-secreting tumors.
Congenital HI
· In
September 2026, the Company provided an update that data from the Phase 3 sunRIZE study
in congenital HI, which did not meet its primary endpoint, remains under review with the U.S. Food and Drug Administration (FDA or
Agency).
· In
June 2026, the Company provided additional study data for the Agency’s independent
review, including source and analysis datasets and summary results from a substantial number
of pre-specified, post-hoc, and sensitivity analyses with a focus on continuous glucose monitoring
(CGM) based glucose outcomes from the pivotal portion of the study.
· The
open-label extension (OLE) phase of the sunRIZE study is ongoing, with a high participation
rate and several indicators of improved glycemic control, including a notable reduction in
the use of background standard of care therapies.
· Rezolute
will continue to await feedback and reserves the ability to request a formal meeting under
a regulatory timeline, as needed.
· In
June 2026 at ENDO, Rezolute delivered three data presentations focused on congenital
HI.
· In
an oral presentation, Huseyin Demirbilek, M.D., Professor, Department of Pediatric Endocrinology,
Hacettepe University Faculty of Medicine, Ankara, Turkey, and Principal Investigator of the
Phase 3 sunRIZE study, reviewed previously reported results from the study.
· Two
poster presentations highlighted results from systematic analyses of natural history and
adverse neurologic and health-economic outcomes resulting from congenital HI, using a meta-analysis
of the literature as well as a claims-based approach to quantifying congenital HI complications,
respectively.
Fourth Quarter
and Full Year Fiscal 2026 Financial Results
Cash, cash equivalents
and investments in marketable securities were $107.8 million as of June 30, 2026, compared with $167.9 million as of June 30,
2025.
Research and development
(R&D) expenses were $14.9 million for the fourth quarter of fiscal 2026, compared with $20.9 million for the same period a year ago.
Full fiscal year 2026 R&D expenses were $53.8 million, compared to $61.5 million in fiscal year 2025. The decrease from fiscal year
2025 to fiscal year 2026 was primarily due to decreased manufacturing costs for ersodetug, partially offset by increased employee-related
stock-based compensation expense. R&D expenses include $6.5 million of share-based compensation expense for the fiscal year 2026,
compared with $3.5 million for fiscal year 2025.
General and administrative
(G&A) expenses were $6.7 million for the fourth quarter of fiscal 2026, compared with $5.0 million for the same period a year ago.
Full fiscal year 2026 G&A expenses were $29.2 million, compared to $18.4 million in fiscal year 2025. The increase was primarily
attributable to increased employee-related stock-based compensation expense, and an increase in professional fees in preparation for
future ersodetug commercial activities. G&A expenses include $8.0 million of share-based compensation expense for fiscal 2026, compared
with $3.6 million for fiscal year 2025.
Net loss was $20.5
million for the fourth quarter of fiscal 2026 compared with a net loss of $24.4 million for the same period a year ago. Full year fiscal
2026 net loss was $77.6 million compared to net loss of $74.4 million for the fiscal year 2025.
About Ersodetug
Ersodetug is
a fully human monoclonal antibody that binds allosterically to the insulin receptor to decrease receptor over-activation by insulin and
related substances (such as IGF-2) in the setting of hyperinsulinism (HI), thereby improving hypoglycemia. Because ersodetug acts
downstream from pancreatic insulin or paraneoplastic IGF-2 secretion and from entero-incretin pathways, it has the potential to be universally
effective at treating refractory hypoglycemia due to any form of hyperinsulinism (HI), including congenital HI, tumor HI (insulinoma,
non-islet cell tumors) or bariatric/non-bariatric gastrointestinal surgery hypoglycemia. Ersodetug for the treatment of HI is
investigational. Statements about safety and efficacy have not been approved by any health authority.
About Rezolute, Inc.
Rezolute is a late-stage ultra-rare
disease company focused on treating refractory hypoglycemia
caused by any form
of hyperinsulinism (HI). The Company’s antibody therapy, ersodetug,
has been studied in clinical trials and used in real-world cases for the treatment of refractory hypoglycemia due
to a variety of causes of HI.
For more information, visit www.rezolutebio.com.
Forward-Looking
Statements
This release, like many written and oral communications presented by Rezolute 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 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 Rezolute, 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. These forward-looking statements include, but are not limited to, the potential efficacy of ersodetug in treating
hypoglycemia as well as our ability to complete enrollment of the upLIFT study this year and announce topline results. Our ability to
predict results or our plans or strategies is inherently uncertain. Notably, no assurance can be given that FDA will agree with the Company
that there is evidence of clinically meaningful benefit observed in the sunRIZE study and accordingly the Agency could make the determination
that the only path forward for the congenital HI indication is a new randomized control trial similar to sunRIZE. Should the Agency make
such a determination, that would adversely impact the Company’s ability to further pursue that indication as well as the commercial
potential for ersodetug. 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. Important factors that may cause such a difference include any other factors discussed in our filings
with the SEC, including the Risk Factors contained in Rezolute’s Annual Report on Form 10-K and Quarterly Reports on Form 10- Q,
which are available at the U.S. Securities and Exchange Commission’s website at www.sec.gov. You are urged to consider these factors
carefully in evaluating the forward-looking statements in this release and are cautioned not to place undue reliance on such forward-looking
statements, which are qualified in their entirety by this cautionary statement.
Rezolute Contacts:
Christen Baglaneas
cbaglaneas@rezolutebio.com
508-272-6717
Carrie McKim
cmckim@rezolutebio.com
336-608-9706
Rezolute, Inc.
Condensed Consolidated Financial
Statements Data
(in thousands, except per share data)
Three Months Ended
Year Ended
June 30,
June 30,
2026
2025
2026
2025
Condensed Consolidated Statements of Operations Data:
Operating expenses:
Research and development
$ 14,889
$ 20,863
$ 53,798
$ 61,527
General and administrative
6,673
4,987
29,168
18,367
Total operating expenses
21,562
25,850
82,966
79,894
Loss from operations
(21,562 )
(25,850 )
(82,966 )
(79,894 )
Non-operating income, net
1,071
1,460
5,380
5,482
Net loss
$ (20,491 )
$ (24,390 )
$ (77,586 )
$ (74,412 )
Basic and diluted net loss per common share
$ (0.20 )
$ (0.26 )
$ (0.75 )
$ (0.98 )
Shares used to compute basic and diluted net loss per common share
104,488
94,340
103,907
75,999
June 30,
June 30,
2026
2025
Condensed Consolidated Balance Sheets Data:
Cash and cash equivalents
$ 10,615
$ 94,107
Investments in marketable debt securities
97,186
73,751
Working capital
99,093
159,233
Total assets
112,849
175,490
Accumulated deficit
(481,442 )
(403,856 )
Total stockholders’ equity
100,687
162,127
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