FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • May 4th, 2022 • Rezolute, Inc. • Pharmaceutical preparations • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the Purchasers, pursuant to which the Purchasers purchased from the Company Class C Pre-Funded Warrants to purchase an aggregate of 3,263,157 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) for an aggregate purchase price of $12,396,733.44 (the “Purchase Agreement”).
18,026,315 Shares of Common Stock And Pre-Funded Warrants to Purchase 12,921,055 Shares of Common Stock Rezolute, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • May 4th, 2022 • Rezolute, Inc. • Pharmaceutical preparations • New York
Introductory. Rezolute, Inc., a Nevada corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) (i) an aggregate of 18,026,315 shares (the “Shares”) of its common stock, par value $0.001 per share (the “Common Stock”), (ii) Class A warrants of the Company (in the form attached hereto as Exhibit C-1) to purchase 1,973,684 shares of Common Stock (the “Class A Pre-Funded Warrants”), and (iii) Class B warrants of the Company (in the form attached hereto as Exhibit C-2) to purchase 10,947,371 shares of Common Stock (the “Class B Pre-Funded Warrants” and, together with the Class A Pre-Funded Warrants, the “Pre-Funded Warrants”). The Shares and the Pre-Funded Warrants to be sold by the Company are collectively referred to as the “Securities.” Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Secur
ContractRezolute, Inc. • May 4th, 2022 • Pharmaceutical preparations • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.
3,263,157 Class C Pre-Funded Warrants to Purchase Shares of Common Stock Rezolute, Inc. PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 4th, 2022 • Rezolute, Inc. • Pharmaceutical preparations • New York
Introductory. Rezolute, Inc., a Nevada corporation (the “Company”), proposes to issue and sell to certain purchasers (collectively, the “Purchasers”) Class C Pre-Funded Warrants (the “Warrants”) to purchase 3,263,157 shares of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company. The Warrants will be offered and sold to the Purchasers in a private placement (the “Placement”) without being registered under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), in reliance upon Section 4(2) (“Section 4(2)”) thereof and/or Regulation D (“Regulation D”) thereunder. Jefferies LLC (“Jefferies”) has agreed to act as lead placement agent and Cantor Fitzgerald & Co. (“Cantor”), Canaccord Genuity LLC (“Canaccord”), H.C. Wainwright & Co., LLC (“H.C. Wainwright”) and JMP Securities LLC (“JMP”) have agreed to act as co-placement agents (each, a “Place
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 4th, 2022 • Rezolute, Inc. • Pharmaceutical preparations • Nevada
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of May 1, 2022 by and among Rezolute, Inc., a Nevada corporation (the “Company”), and each of those persons and entities, severally and not jointly, identified as a Purchaser on the Schedule of Purchasers attached as Exhibit A hereto (the “Schedule of Purchasers”). Such persons and entities together with their permitted successors and assigns, are referred to collectively as the “Purchasers” and each individually as an “Purchaser”. The Company and the Purchasers may each be referred to herein individually as a “Party” and collectively as the “Parties.”
