SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HANDOK, INC.

(Last)

(First)

(Middle)

132, TEHERAN-RO

GANGNAM GU

(Street)

SOUL

06235

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Rezolute, Inc. [ RZLT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/26/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/26/2019		C		56,818,175	A	⁽¹⁾⁽²⁾	56,818,175	D
Common Stock	07/23/2019		P⁽³⁾		34,482,758	A	$0.29	91,300,933	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series AA Preferred Stock	$0.22	04/26/2019		C			1,250,000	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	56,818,175⁽¹⁾⁽²⁾	$10	0	D

Explanation of Responses:

1. Reporting Person acquired 1,250,000 shares of Issuer's Series AA Preferred Stock on January 30, 2019. Each share of the Issuer's Series AA Preferred Stock is convertible into shares of the Issuer's Common Stock at a ratio of 45.45454 shares of Common Stock for one share of Series AA Preferred Stock ("Conversion Rate") at the holder's election and has no expiration date. The Series AA Preferred Stock will automatically convert, at the Conversion Rate, into Common Stock (i) at any time upon the vote or consent of the holders of two thirds of the voting power of the then outstanding Series AA Preferred Stock or (ii) the amendment to Issuer's Certificate of Incorporation to increase the number of shares of Common Stock authorized to be issued to at least 500,000,000 shares of Common Stock.

2. Upon the filing of Issuer's amendment to Certificate of Incorporation on April 26, 2019, which amendment increased the authorized number of shares of Common Stock of the Issuer to 500,000,000, each share of Series AA Preferred Stock automatically converted into shares of the Issuer's Common Stock at the Conversion Rate.

3. Issuer granted Reporting Person a call option whereby the earlier of, (i) December 31, 2020 and (ii) the date when Issuer asks Reporting Person for further financing, Reporting Person may elect to purchase up to $10,000,000 worth of shares of the Issuer's Common Stock at a purchase price equal to the greater of: (i) $0.29 per share or (ii) 75% of the volume weighted average closing price of the Issuer's Common Stock during the thirty (30) consecutive trading days prior to the date of the notice. Pursuant to a Purchase Agreement for Shares of Common Stock dated July 23, 2019, Reporting Person exercised the full call option to purchase Common Stock.

	/s/ Handok, Inc., by Kim Young-Jin Chairman and CEO of Handok, Inc.	03/31/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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