EX-19.1
Published on September 17, 2025
REZOLUTE INC.
INSIDER TRADING AND DISCLOSURE POLICY
(Amended as of June 10, 2025)
This Insider Trading and Disclosure Policy (this “Policy”) sets forth the policy of Rezolute Inc. (the “Company”) regarding transactions by certain individuals and entities involving securities of the Company and, where applicable, the disclosure of such transactions. All references to the “Company” in this Policy include any subsidiaries of Rezolute Inc.
Persons Subject to the Policy
This Policy applies to all officers and employees of the Company, all members of the Company’s Board of Directors (the “Board”), and any consultants, advisors or contractors to the Company that the Company designates as subject to this Policy (collectively, these persons are referred to as “Company Personnel”). In addition, Company Personnel will be held responsible for actions of family members and other individuals who reside with them, as well as family members and entities whose transactions in Company securities are directed by the Company Personnel or subject to their influence or control, as described below in paragraphs 6 and 7 under “General Policies.” In addition, certain trading restrictions apply to all (i) directors of the Company, (ii) executive officers of the Company and (iii) certain Company Personnel that the Compliance Officer designates (together with the directors and officers, the “Deemed Insiders”). The Company may amend the Company Personnel designated as Deemed Insiders from time to time because of their position, responsibilities or their actual or potential access to material information. You will be notified if you are designated as a Deemed Insider by the Compliance Officer.
General Statement
Unlawful insider trading occurs when a person uses material nonpublic information obtained through his or her employment or other involvement with the Company to make decisions to purchase, sell or otherwise trade in the Company’s securities or in the securities of another publicly traded Company or to provide that information to persons outside of the Company who trade in the Company’s securities or in the securities of another publicly traded Company on the basis of that information. The prohibitions against insider trading apply to trading, tipping and making recommendations to trade if the information involved is material and nonpublic and the person using or disclosing the information owes a duty of trust or confidence to the Company or to the person who is the source of the information.
Nonpublic information concerning the Company or its business is the property of the Company. The Company prohibits the unauthorized use or disclosure of any such nonpublic information, whether acquired in the workplace as a result of an individual’s employment or other relationship with the Company, including the unauthorized use or disclosure of any information concerning the Company or its business in connection with securities transactions.
Compliance Officer
Chris Milks, the Company’s VP of Finance, shall serve as the Compliance Officer with respect to this Policy. In his absence, another employee designated by the Company’s Chief Executive Officer shall be responsible for administration of this Policy.
Individual Responsibility
Company Personnel have legal obligations to maintain the confidentiality of information about the
Company and to not engage in transactions in Company securities while aware of material nonpublic information. Each individual is responsible for making sure he or she understands and complies with this Policy, and that any family member, household member or entity whose transactions are subject to this Policy, as discussed below, also complies with this Policy. This Policy is intended to assist you in complying with laws against insider trading, but, ultimately, it is your individual responsibility to comply with those laws. In all cases, the responsibility for determining whether you are aware of material nonpublic information rests with you and any action on the part of the Company, the Compliance Officer or any other employee or director pursuant to this Policy or otherwise does not in any way constitute legal advice or insulate you from liability under applicable securities laws. You could be subject to disciplinary action by the Company (up to and including termination of your employment or other relationship with the Company for cause) and severe legal penalties (including fines and imprisonment) if you engage in conduct prohibited by this Policy or applicable securities laws, as described in more detail below under “Consequences of Violations.”
General Policies
The following are the general policies underlying this Policy that apply to all Company Personnel. The terms “material information,” “nonpublic information,” “blackout period” and “trading window” are defined below under “Definitions Used in this Policy.”
Providing material nonpublic information to outsiders may subject you to insider trading liability for “tipping.” In addition, if you disclose any nonpublic information about the Company (other than in accordance with a confidentiality agreement approved by the Company’s Compliance Officer or otherwise in accordance with the Company’s policies regarding the protection or authorized external disclosure of the Company’s confidential information), even if that information is not material, you may be in breach of your confidentiality obligations to the Company.
Exceptions to the General Policies
The following are exceptions to the foregoing general policies:
Rule 10b5-1(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provides an affirmative defense against insider trading liability under federal securities laws for certain approved 10b5-1 plans, such as a “blind trust”, or other pre-arranged written plan, binding contract or instruction that:
Thus, a Company Personnel may enter into a transaction effected pursuant to such 10b5-1 plan even though the transaction in question may occur at a time when the person is aware of material nonpublic information and may enter into such transaction without pre-clearance. However, the Company reserves the right to bar any transactions in Company securities, even those pursuant to arrangements previously approved, if the Company determines that such a bar is in the best interests of the Company.
Deemed Insiders Policies
In addition to the General Policies listed above, Deemed Insiders are required to comply with the following restrictions:
If you are a Deemed Insider, you are prohibited from trading in the Company's equity securities during a blackout period imposed under an "individual account" retirement or pension plan of the Company, during which at least 50% of the plan participants are unable to purchase, sell or otherwise acquire or transfer an interest in equity securities of the Company, due to a temporary suspension of trading by the Company or the plan fiduciary.
Remember to cancel any “limit” orders or other pending transactions you have in place during a blackout period (unless the orders were made pursuant to an approved Rule 10b5-1(c) trading program – see “Exceptions for Blind Trusts and Pre-Arranged Trading Programs” under “Exceptions to General Policies”).
Under very limited circumstances, a Deemed Insider may be permitted to trade during a regularly- scheduled blackout period, but only if the Deemed Insider does not in fact possess material nonpublic information and the Compliance Officer has pre-cleared the transaction with the approval of the Company’s Chief Executive Officer. Deemed Insiders who wish to trade during a regularly-scheduled blackout period must contact the Compliance Officer for approval and follow the pre-clearance procedures set forth below. The Compliance Officer may not engage in a transaction involving the Company’s securities unless the Chief Executive Officer or Chief Financial Officer of the Company has pre-cleared the transaction.
In addition, the Company prohibits you from engaging in hedging transactions involving the Company’s securities, such as “cashless” collars, forward sales, equity swaps and other similar arrangements.
Finally, the Company prohibits you from hypothecating or pledging Company securities to secure a loan and from purchasing Company securities “on margin” (that is, borrow funds to purchase securities, including in connection with exercising any Company stock options). Securities hypothecated or pledged as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Similarly, securities held in a margin account as collateral for a margin loan may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Because a foreclosure sale or margin sale may occur at a time when you are aware of material nonpublic information or otherwise not permitted to trade in Company securities, the Company prohibits these transactions.
Pre-Clearance Procedures for Deemed Insiders and their Family Members
A request for pre-clearance should be submitted to the Compliance Officer at least two (2) business days in advance of a proposed transaction covered by this Policy to allow sufficient time for pre- clearance procedures. To begin the pre-clearance process, complete and submit to the Compliance Officer an Application for Approval of Transactions in Company Securities in the form attached as Exhibit B to this Policy. When making a request for pre-clearance, you should carefully consider whether you may be aware of any material nonpublic information about the Company and you should describe fully those circumstances to the Compliance Officer.
The Compliance Officer is under no obligation to approve a transaction submitted for pre-clearance and may determine not to permit the proposed transaction. If you seek pre-clearance and permission to engage in the transaction is denied, you must refrain from initiating any transaction in the Company’s securities, and you should not inform any other person of the restrictions.
Any pre-cleared transaction must be effected within the period of time indicated on the pre-clearance form as approved by the Compliance Officer (typically not to exceed 5 trading Days), unless a different period of time is specified by the Compliance Officer. Transactions not effected within such specified period shall be subject to pre-clearance again before a trade can be effected. Approval of a transaction may be cancelled at any time (e.g., in the event of a special blackout period).
The Compliance Officer’s approval of a transaction submitted for pre-clearance does not constitute
legal advice, does not constitute confirmation that you do not possess material nonpublic information and does not relieve you of any of your legal obligations.
Post-Termination Transactions
This Policy continues to apply to transactions in Company securities even after termination of service to the Company. If you are in possession of material nonpublic information concerning the Company or its customers, vendors, suppliers or other business partners when your employment or other relationship with the Company terminates, you may not engage in transactions based on that information until it has become public or is no longer material. If you have questions as to whether you possess material nonpublic information after your employment or other relationship with the Company has ended, you should direct such questions to the Compliance Officer.
Consequences of Violations
The penalties for “insider trading” include civil fines of up to three times the profit gained or loss avoided, and criminal fines of up to $1,000,000 and up to ten years in jail for each violation. You can also be liable for improper transactions by any person to whom you have disclosed material nonpublic information or made recommendations on the basis of such information as to trading in the Company’s securities (commonly referred to as “tippee liability”). The U.S. Securities and Exchange Commission (the “SEC”) has imposed large penalties even when the disclosing person did not profit from the underlying trading. The SEC, the stock exchanges and the Financial Industry Regulatory Authority (FINRA) use sophisticated electronic surveillance techniques to uncover insider trading and are very effective at detecting insider trading. Company Personnel who violate this Policy also shall be subject to disciplinary action by the Company whether or not their failure to comply with this Policy resulted in a violation of law, which action may include Company-imposed sanctions such as ineligibility for future participation in the Company’s equity incentive plans, up to termination of employment or other relationship with the Company for cause.
Definitions Used in this Policy
In addition to the quarterly blackout periods, the Company may from time to time designate other periods of time as special blackout periods (for example, if there is some development with the Company’s business that merits a suspension of trading by Company personnel). The Company may not widely announce the commencement of a special blackout period, as that information can itself be sensitive information. For this reason, it is extremely important that you adhere to the pre-clearance procedures outlined in this Policy, to the extent applicable to you or the transaction you are contemplating, to ensure that neither you, your Family Members or Controlled Entities trade during any special blackout period. You will be notified by the Compliance Officer if a special blackout period applies to you.
While it is not possible to define all categories of material information, some examples of information that are particularly sensitive and that should almost always be considered material are:
● | significant changes or developments in product candidates, research or technologies; |
● | financial results and projections, including quarterly and year-end results (especially to the extent the Company’s actual results or expectations differ from analysts’ expectations); |
Either positive or negative information may be material.If you have any questions regarding whether information you possess is material, you should contact the Compliance Officer.
Questions
Please direct any questions you have regarding this Policy and any transactions in Company securities to Chris Milks, the Compliance Officer, who can be reached at cmilks@rezolutebio.com.
Certification
All Company Personnel must certify their understanding of and intent to comply with this Policy.
Last amended: June 10, 2025
REZOLUTE INC.
INSIDER TRADING AND DISCLOSURE POLICY CERTIFICATION
I certify that I have read, understand and agree to comply with the Rezolute Inc. Insider Trading and Disclosure Policy and, if applicable, the Additional Policies and Restrictions Applicable to Officers, Directors and Others Specified by the Company (the “Policy”). I understand that I will be subject to sanctions imposed by the Company, in its discretion, for any violations of the Policy and that the Company may issue stop-transfer and other instructions to the Company’s transfer agent with respect to the transfer of Company securities as the Company may determine necessary to ensure compliance with the Policy. I agree that the Company may contact my broker to prevent the acquisition or disposition by me of Company securities in violation of the Policy. I acknowledge that one of the sanctions to which I may be subject as a result of violating the Policy is termination of my employment or other relationship with the Company, including termination for cause.
Date: Signature:
Printed Name:
EXHIBIT A
Period | Blackout Begins | Blackout Ends |
Quarter Ended September 30 | 5 a.m. Eastern Time on October 1 | 5 p.m. Eastern Time on the Second Full Trading Day After Public Announcement of Quarterly Financial Results |
Quarter Ended December 31 | 5 a.m. Eastern Time on January 1 | 5 p.m. Eastern Time on the Second Full Trading Day After Public Announcement of Quarterly Financial Results |
Quarter Ended March 31 | 5 a.m. Eastern Time on April 1 | 5 p.m. Eastern Time on the Second Full Trading Day After Public Announcement of Quarterly Financial Results |
Quarter Ended June 30 | 5 a.m. Eastern Time on July 1 | 5 p.m. Eastern Time on the Second Full Trading Day After Public Announcement of Annual Financial Results |
EXHIBIT B
REZOLUTE INC.
APPLICATION FOR APPROVAL OF TRANSACTION(S) IN COMPANY SECURITIES
Name:

Title:

Type of security to be traded:

Proposed trade date(s):

Number of shares or dollar amount to be transacted:

Description of proposed transaction(s):




EXAMPLES OF MATERIAL NONPUBLIC INFORMATION
While it is not possible to identify all information that would be deemed “material nonpublic information,” the following types of information ordinarily would be included in the definition if not yet publicly released by the Company:
● Clinical trial performance, including initiation of a trial, progress and pace of enrollment, and results; ● Regulatory approval or disapproval of a product candidate; ● Significant changes or developments in product candidates, research or technologies; ● Financial results and projections, including quarterly and year- end results (especially to the extent the Company’s actual results or expectations differ from analysts’ expectations); ● Significant changes in financial performance or liquidity, including impending bankruptcy; ● Pending or proposed licensing, partnering, merger, or joint venture transactions and acquisitions or dispositions of significant assets; ● Pending or proposed financing transactions, including public or private securities or debt offerings; ● Pending or proposed material grants that would provide funding for one or more product candidates; ● Company restructurings; ● The gain or loss of a significant customer, vendor, supplier or other business partner; | ● Major product announcements; ● Significant changes or developments in supplies or inventory, including manufacturing delays and spoilage, including with respect to clinical trial material; ● Significant related-party transactions; ● Changes in senior management or the board of directors; ● Changes in the Company’s accountants or accounting policies; ● Notice from the principal securities exchange on which the Company’s common stock is listed of pending or potential delisting; ● Stock splits, stock dividends or distributions, and rights offerings; ● Pending or threatened significant litigation or the resolution of such litigation; ● Significant labor disputes or negotiations; and ● Any other major problems or successes of the business. |
CERTIFICATION
I, , hereby certify that (i) I am not in possession of any material nonpublic information concerning the Company (as defined in the Rezolute Inc. Insider Trading and Disclosure Policy) and (ii) to the best of my knowledge, the proposed transaction(s) listed above do not violate the trading restrictions of Section 16 of the Securities Exchange Act of 1934, as amended, or Rule 144 under the Securities Act of 1933, as amended. I understand that if I trade while I am aware of material nonpublic information or in violation of such trading restrictions, I may be subject to severe civil and/or criminal penalties, and may be subject to discipline by the Company, up to and including termination for cause.


SignatureDate
REVIEW AND DECISION
The undersigned duly appointed Compliance Officer of the Rezolute Inc. Insider Trading and Disclosure Policy (or his/her designee) hereby certifies that he/she has reviewed the foregoing application and


APPROVES PROHIBITS
the proposed transaction(s).


Compliance Officer (or designee)Date