Exhibit 10.1


 


FORM OF SUBSCRIPTION AGREEMENT


 


Rezolute, Inc.

201 Redwood Shores Parkway, Suite 315

Redwood City, California 94065


 


Ladies and Gentlemen:


 


The undersigned (the “Investor”) hereby confirms
its agreement with you as follows:


 


1.            This
Subscription Agreement (this “Agreement”) is made as of the date set forth below between Rezolute, Inc., a Nevada
corporation (the “Company”), and the Investor.


 


2.            The
Company has authorized the sale and issuance to certain investors of up to an aggregate of [•] shares (the “Shares”)
of its Common Stock, par value $0.001 per share (the “Common Stock”), for a purchase price of $6.50 per share
(together, the “Purchase Price”).


 


3.            The
offering and sale of the Securities (the “Offering”) is being made pursuant to (1) an effective Registration Statement
on Form S-3 (including the Prospectus contained therein (the “Base Prospectus”), the “Registration Statement”)
filed by the Company with the Securities and Exchange Commission (the “Commission”), (2) if applicable, certain
 “free writing prospectuses” (as that term is defined in Rule 405 under the Securities Act of 1933, as amended (the “Act”)),
that have been or will be filed with the Commission and delivered to the Investor on or prior to the date hereof and (3) a Prospectus
Supplement (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”)
containing certain supplemental information regarding the Securities and terms of the Offering that will be filed with the Commission
and delivered to the Investor (or made available to the Investor by the filing by the Company of an electronic version thereof with the
Commission).


 


4.            The
Company and the Investor agree that the Investor will purchase from the Company and the Company will issue and sell to the Investor the
Shares of Common Stock and the Warrants set forth below at the aggregate purchase price set forth below. The Securities shall be purchased
pursuant to the Terms and Conditions for Purchase of Securities attached hereto as Annex I and incorporated herein by reference
as if fully set forth herein. The Investor acknowledges that the Offering is not being underwritten.


 


5.            The
Investor acknowledges that (i) there is no minimum offering amount and (ii) the Investor’s obligations under this Agreement,
including the obligation to purchase Securities, are expressly not conditioned on the purchase by any or all of the Other Investors (as
defined in Annex I hereto) of the Securities that they have agreed to purchase from the Company or the sale by the Company of any specified
aggregate number of Securities.


 


6.            [Reserved]


 






    1


     


    

 


AFTER THE EXECUTION OF THIS AGREEMENT
BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL AT CLOSING REMIT BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE
PRICE FOR THE SECURITIES BEING PURCHASED BY THE INVESTOR TO THE FOLLOWING ACCOUNT:


 


Bank: 

Bank 


 


Routing#:

Acct#: 


 


SWIFT Code (international only): 

Acct Name: 


 


IT IS THE INVESTOR’S RESPONSIBILITY
TO (A) MAKE THE NECESSARY WIRE TRANSFER IN A TIMELY MANNER AND (B) ARRANGE FOR SETTLEMENT BY WAY OF DWAC IN A TIMELY MANNER.
IF THE INVESTOR DOES NOT DELIVER THE AGGREGATE PURCHASE PRICE FOR THE SECURITIES OR DOES NOT MAKE PROPER ARRANGEMENTS FOR SETTLEMENT IN
A TIMELY MANNER, THE SECURITIES MAY NOT BE DELIVERED AT CLOSING TO THE INVESTOR OR THE INVESTOR MAY BE EXCLUDED FROM THE CLOSING
ALTOGETHER.


 


7.            The
Investor represents that, except as set forth below, it is not a FINRA member or an Associated Person (as such term is defined under the
FINRA Membership and Registration Rules Section 1011) as of the Closing.


 


8.            The
Investor represents that it has received (or otherwise had made available to it by the filing by the Company of an electronic version
thereof with the Commission) the Base Prospectus, dated June 23, 2021, which is a part of the Company’s Registration Statement,
the documents incorporated by reference therein and any free writing prospectus (collectively, the “Disclosure Package”),
prior to or in connection with the receipt of this Agreement. The Investor acknowledges that, prior to the delivery of this Agreement
to the Company, the Investor will receive certain additional information regarding the Offering, including pricing information (the “Offering
Information”). Such information may be provided to the Investor by any means permitted under the Act, including the Prospectus
Supplement, a free writing prospectus and oral communications.


 


9.            No
offer by the Investor to buy Securities will be accepted and no part of the Purchase Price will be delivered to the Company until the
Investor has received the Offering Information and the Company has accepted such offer by countersigning a copy of this Agreement, and
any such offer may be withdrawn or revoked by the Investor, without obligation or commitment of any kind, at any time prior to the Company
sending (orally, in writing or by electronic mail) notice of its acceptance of such offer. An indication of interest will involve no obligation
or commitment of any kind until the Investor has been delivered the Offering Information and this Agreement is accepted and countersigned
by or on behalf of the Company.


 


[The remainder of this page is intentionally
left blank.]


 






    2


     


    

 


	Number of Shares:	 	 
	Purchase Price Per Share:	 	 
	Aggregate Purchase Price:	 	 


 


Please confirm that the foregoing
correctly sets forth the agreement between us by signing in the space provided below for that purpose.


 


	 	Dated as of:
	 	 
	 	
    INVESTOR

	 	 
	 	By:	 
	 	Print Name:	 
	 	Title:	 
	 	Address:	 
	 	 	 
	 	 	 
	 	Facsimile:	 


 


Agreed and Accepted

This     day of     , 20[•]:


 


REZOLUTE, INC.


 


	By:	 	 	 
	 	Name:
	 	Title:


 






    3


     


    

 


ANNEX I


 


TERMS AND CONDITIONS FOR PURCHASE OF SECURITIES


 


1.             Authorization
and Sale of the Securities. Subject to the terms and conditions of this Agreement, the Company has authorized the sale of the Securities.


 


2.             Agreement
to Sell and Purchase the Securities.


 


2.1.         At
the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the Company,
upon the terms and conditions set forth herein, the number of Securities set forth on the last page of the Agreement to which these
Terms and Conditions for Purchase of Securities are attached as Annex I (the “Signature Page”) for the aggregate
purchase price therefor set forth on the Signature Page.


 


2.2.         The
Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other
Investors”) and expects to complete sales of Securities to them. The Investor and the Other Investors are hereinafter sometimes
collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed by the Other
Investors are hereinafter sometimes collectively referred to as the “Agreements.”


 


3.             Closings
and Delivery of the Securities and Funds.


 


3.1.          Closing.
The completion of the purchase and sale of the Securities, or a portion thereof, (the “Closing”) shall occur upon delivery
of the Securities against payment therefor on or about [•], which is the [•] business day following the date of pricing of the
Securities, or at such earlier date as the Company and Investors shall agree (the “Closing Date”), in accordance with
Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). At the Closing,
(a) the Company shall cause the Transfer Agent to deliver to the Investor the number of Securities set forth on the Signature Page registered
in the name of the Investor or, if so indicated on the Investor Questionnaire attached hereto as Exhibit A, in the name of
a nominee designated by the Investor and (b) the aggregate purchase price for the Securities being purchased by the Investor will
be delivered by or on behalf of the Investor to the Company.


 


3.2.          Conditions
to the Company’s Obligations. (a) The Company’s obligation to issue and sell the Securities to the Investor shall
be subject to (i) the receipt by the Company of the purchase price for the Securities being purchased hereunder as set forth on the
Signature Page and (ii) the accuracy of the representations and warranties made by the Investor and the fulfillment of those
undertakings of the Investor to be fulfilled prior to the Closing Date.


 


(b)           Conditions
to the Investor’s Obligations. The Investor’s obligation to purchase the Securities as set forth on the Signature Page will
be subject to the completion of the Offering by the Company.


 


(c)            Disclaimer
Regarding Partial Settlement. The Investor’s obligations are expressly not conditioned on the purchase by any or all of the
Other Investors of the Securities that they have agreed to purchase from the Company or the sale by the Company of any specified aggregate
number of Securities to the Other Investors or in the concurrent registered public offering being conducted by the Company.


 






    4


     


    

 





3.3.         Delivery
of Funds. Delivery by Electronic Book-Entry at The Depository Trust Company. After the execution of this Agreement by
the Investor and the Company, at Closing the Investor shall remit by wire transfer the amount of funds equal to the aggregate
purchase price for the Securities being purchased by the Investor to the following account designated by the Company:



 


Bank: 

Bank Address: 


 


Routing#: 

Acct#: 


 


SWIFT Code (international only): 

Acct Name: 


 


Investor shall also furnish
the Company a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form).


 


3.4.         Delivery
of Securities. [Reserved]


 


4.             Representations,
Warranties and Covenants of the Investor.


 


The Investor acknowledges,
represents and warrants to, and agrees with, the Company that:


 


4.1.         The
Investor (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments
in shares presenting an investment decision like that involved in the purchase of the Securities, including investments in securities
issued by the Company and investments in comparable companies, (b) has answered all questions on the Signature Page and the
Investor Questionnaire and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing
Date and (c) in connection with its decision to purchase the number of Securities set forth on the Signature Page, has received and
is relying solely upon (i) the Disclosure Package and the documents incorporated by reference therein and (ii) the Offering
Information.


 


4.2.         (a) No
action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of the Securities,
or possession or distribution of offering materials in connection with the issue of the Securities in any jurisdiction outside the United
States where action for that purpose is required and (b) if the Investor is outside the United States, it will comply with all applicable
laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities or has in its possession
or distributes any offering material, in all cases at its own expense.


 


4.3.         The
Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby
and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this Agreement
constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting
parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law) and except as to the enforceability of any rights to indemnification
or contribution that may be violative of the public policy underlying any law, rule or regulation (including any federal or state
securities law, rule or regulation).


 


4.4.         The
Investor understands that nothing in this Agreement, the Prospectus or any other materials presented to the Investor in connection with
the purchase and sale of the Securities constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment
advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Securities.


 






    5


     


    

 


4.5.          Since
the date on which the Company first contacted such Investor about the Offering, the Investor has not engaged in any transactions in the
securities of the Company (including, without limitation, any Short Sales (as defined below) involving the Company’s securities)
and has not violated its obligations of confidentiality. Each Investor covenants that it will not engage in any transactions in the securities
of the Company (including Short Sales) or disclose any information about the contemplated offering (other than to its advisors that are
under a legal obligation of confidentiality) prior to the time that the transactions contemplated by this Agreement are publicly disclosed.
Each Investor agrees that it will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the
Common Stock if doing so would be in violation of applicable securities laws. For purposes hereof, “Short Sales” include,
without limitation, all “Short Sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange
Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls,
short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar
arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated
brokers.


 


5.             Survival
of Representations, Warranties and Agreements. Notwithstanding any investigation made by any party to this Agreement, all covenants,
agreements, representations and warranties made by the Company and the Investor herein will survive the execution of this Agreement,
the delivery to the Investor of the Securities being purchased and the payment therefor.


 


6.             Notices.
All notices, requests, consents and other communications hereunder will be in writing, will be mailed (a) if within the domestic
United States by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or
by facsimile or (b) if delivered from outside the United States, by International Federal Express or facsimile, and will be deemed
given (i) if delivered by first-class registered or certified mail domestic, three business days after so mailed, (ii) if delivered
by nationally recognized overnight carrier, one business day after so mailed, (iii) if delivered by International Federal Express,
two business days after so mailed and (iv) if delivered by facsimile, upon electric confirmation of receipt and will be delivered
and addressed as follows:


 


(a)            if
to the Company, to:


 


Rezolute, Inc.201


Redwood Shores


Parkway, Suite 315


Redwood City, California


94065

Attention: Chief


Executive Officer

Email:


nevan@rezolutebio.com


 


with copies to:


 


Anthony Epps

Dorsey & Whitney LLP

1400 Wewatta St, Suite 


400

Denver, Colorado 80202

Email:


epps.anthony@dorsey.com


 


(b)           if
to the Investor, at its address on the Signature Page hereto, or at such other address or addresses as may have been furnished to
the Company in writing.


 






    6


     


    

 


7.             Changes.
This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Investor.


 


8.             Headings.
The headings of the various sections of this Agreement have been inserted for convenience of reference only and will not be deemed to
be part of this Agreement.


 


9.             Severability.
In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.


 


10.           Governing
Law. This Agreement will be governed by, and construed in accordance with, the internal laws of the State of California, without
giving effect to the principles of conflicts of law that would require the application of the laws of any other jurisdiction.


 


11.           Counterparts.
This Agreement may be executed in two or more counterparts, each of which will constitute an original, but all of which, when taken together,
will constitute but one instrument, and will become effective when one or more counterparts have been signed by each party hereto and
delivered to the other parties. The Company and the Investor acknowledge and agree that the Company shall deliver its counterpart to
the Investor along with the Prospectus Supplement (or the filing by the Company of an electronic version thereof with the Commission).


 


12.           Confirmation
of Sale. The Investor acknowledges and agrees that such Investor’s receipt of the Company’s counterpart to this Agreement,
together with the Prospectus Supplement (or the filing by the Company of an electronic version thereof with the Commission), shall constitute
written confirmation of the Company’s sale of Securities to such Investor.


 


13.           Press
Release. The Company and the Investor agree that the Company shall issue a press release announcing the Offering and disclosing all
material terms and conditions of the Offering prior to the opening of the financial markets in New York City on the business day after
the date hereof at the latest.


 


[The remainder of this page is intentionally
left blank.]


 






    7


     


    

 


EXHIBIT A