Rezolute, Inc. current report, 31 March 2015

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Business Context and Reporting Period

This Form 8-K reports a material definitive agreement entered into by AntriaBio, Inc. (not Rezolute, Inc.) on March 31, 2015. The filing details the completion of a Private Investment in Public Equity (PIPE) financing transaction, with an initial close on March 31, 2015, and a final close on April 6, 2015.

Key Financial Metrics

  • Gross Cash Proceeds: Approximately $2 million (excluding placement agent compensation, transaction costs, fees, and expenses).
  • Unit Price: $1.85 per Unit.
  • Unit Composition: One share of common stock and one common stock purchase warrant.
  • Warrant Exercise Price: $2.50 per share.
  • Warrant Expiration: 36 months following the close of the financing.
  • Placement Agent Compensation: A financing warrant covering 17.5% of the gross proceeds, exercisable at $2.50 per share for 7 years.

Material Changes

The primary material change is the issuance of unregistered equity securities to investors and a placement agent. The company issued Units consisting of common stock and warrants. Additionally, the company granted registration rights to investors and the placement agent, agreeing to file a registration statement within 90 days of the close to allow for the resale of these securities.

Outlook, Risks, and Contingencies

  • Registration Rights: The company is obligated to file a registration statement within 90 days and maintain its effectiveness until the securities are eligible for resale under Rule 144.
  • Unregistered Securities: The Units, shares, and warrants were sold in reliance on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. They cannot be offered or sold in the U.S. absent registration or an applicable exemption.
  • Warrant Adjustments: The financing warrant contains cashless exercise rights and is subject to adjustment for stock splits, conversions, or reorganizations.

Investor Verification Checklist

  • Verify the final total gross proceeds received after deducting transaction costs and placement agent fees.
  • Confirm the number of shares issued to investors versus the placement agent.
  • Review the status of the registration statement filing required within 90 days of the April 6, 2015 close.
  • Assess the dilution impact of the 36-month warrants and the 7-year placement agent warrant.
  • Check subsequent filings for the actual use of the $2 million in proceeds.