Exhibit 99.2
Exhibit 99.2
SECURITIES PURCHASE AGREEMENT
(Ordinary Shares)
This Securities Purchase Agreement (this “Agreement”) is dated as of February 7, 2023 (the “Effective Date”), by and among Renalytix plc, a public limited company incorporated under the laws of England and Wales (the “Company”), and each purchaser identified on the signature pages hereto (each a “Purchaser” and collectively the “Purchasers”).
Whereas, the Company and the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Regulation S (“Regulation S”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), solely to prospective investors in the United Kingdom.
Whereas, each Purchaser wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, ordinary shares, nominal value £0.0025 per share (the “Ordinary Shares”), in the numbers set forth opposite such Purchaser’s name on Exhibit A hereto (the “Purchased Ordinary Shares”). The Ordinary Shares are also referred to herein as the “Securities.”
Whereas, in connection with the offering and sale of the Securities, Stifel Nicolaus Europe Limited are acting as placement agent (“Placement Agent”).
NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser, severally and not jointly, agree as follows:
“ADS” means the Company’s American Depositary Shares, each representing two Ordinary Shares.
“AIM” means AIM, a market operated by London Stock Exchange.
“AIM Rules for Companies” means the AIM Rules for Companies published by the London Stock Exchange, as in force from time to time.
“Closing” means the closing of the purchase and sale of the Securities on the Closing Date pursuant to Section 2.1 of this Agreement.
“Closing Date” means February 9, 2023.
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“Commission” means the United States Securities and Exchange Commission.
“Companies Act” means the Companies Act 2006 in force in England and Wales as may be amended or updated from time to time.
“DTRs” means the Disclosure Guidance and Transparency Rules of the FCA.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“FCA” means the UK Financial Conduct Authority.
“FSMA” means the UK Financial Services and Markets Act 2000.
“GAAP” means U.S. generally accepted accounting principles consistently applied.
“London Stock Exchange” means London Stock Exchange plc.
“MAR” means the Market Abuse Regulation (EU) No. 596/2014 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018
“Material Adverse Effect” means a circumstance that (i) would reasonably be expected to have a material adverse effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby or (ii) would reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, business, prospects, management, shareholders’ equity or properties of the Company and its subsidiaries taken as a whole.
“Nasdaq” means The Nasdaq Global Market.
“Prospectus Regulation” means Regulation (EU) 2017/1129.
“Purchase Price” means £0.90 per Ordinary Share.
“Registration Statement” means a registration statement or registration statements of the Company filed under the Securities Act pursuant to Section 4 hereof.
“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
“SEC Reports” means collectively all reports, schedules, forms, statements and other documents required to be filed by the Company under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, since July 21, 2020 (including the exhibits thereto and documents incorporated by reference therein).
“Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO of the Exchange Act, but shall be deemed to not include the location and/or reservation of borrowable Ordinary Shares or ADSs.
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“Trading Day” means a day on which the Ordinary Shares are traded on AIM or the ADSs are traded on Nasdaq.
“Transaction Documents” means this Agreement and any other documents or agreements executed and delivered to the Purchasers in connection with the transactions contemplated hereunder.
“UK Prospectus Regulation” means the Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.
“UK Published Information” means all announcements released by the Company via a regulatory information service and all documents uploaded to the website of the Company maintained for the purposes of Rule 26 of the AIM Rules for Companies.
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If at any time the staff of the Commission (“Staff”) takes the position that the offering of some or all of the Registrable Shares in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act or requires any Purchaser to be named as an “underwriter,” the Company shall (in consultation with legal counsel to the lead Purchaser) use its commercially reasonable efforts to persuade the Commission that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Purchasers is an “underwriter.” In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 4.3, the Staff refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Shares (the “Cut
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Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Shares as the Staff may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Purchaser as an “underwriter” in such Registration Statement without the prior written consent of such Purchaser. Any cutback imposed on the Purchasers pursuant to this Section 4.3 shall be allocated among the Purchasers on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Purchasers holding a majority of the Registrable Shares otherwise agree. No liquidated damages shall accrue as to any Cut Back Shares until such date as the Company is able to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date” of such Cut Back Shares). From and after the Restriction Termination Date applicable to any Cut Back Shares, all of the provisions of this Section 4 shall again be applicable to such Cut Back Shares; provided, however, that (x) the Filing Deadline for the Registration Statement including such Cut Back Shares shall be ten (10) Trading Days after such Restriction Termination Date, and (y) the Effectiveness Deadline with respect to such Cut Back Shares shall be the 90th day immediately after the Restriction Termination Date or the 120th day if the Staff reviews such Registration Statement (but in any event no later than three (3) Trading Days from the Staff indicating it has no further comments on such Registration Statement).
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IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
RENALYTIX PLC
/s/ James McCullough
Name: James McCullough
Title: CEO
Address for Notice:
Email:
Attention:
With copies to (which shall not constitute notice):
Cooley (UK) LLP
Address: 22 Bishopsgate
London, UK EC2N 4BQ
Email:
Attention: Claire Keast-Butler
Cooley LLP
Address: 500 Boylston Street, 14th Floor
Boston, Massachusetts 02116-3736
Email:
Attention: Marc A. Recht
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PURCHASERS:
FIL INVESTMENTS INTERNATIONAL, as agent for and on behalf of FIDELITY FUNDS SICAV in respect of FIDELITY FUNDS - EUROPEAN SMALLER COMPANIES 4 POOL
By:
Name: Shona Graham
Title: Director Capital Markets EMEA
Address: Fidelity International c/o FIL Investment Management Ltd.
4 Cannon Street
London EC4M 5AB
United Kingdom
Shares Beneficially
Owned Prior to
Initial Closing: 730,817
Ordinary Shares
Being Purchased: 311,773
EIN:
Contact: Shona Graham, with a copy to FIL Investment Legal
Email:
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PURCHASERS:
PWCM MASTER FUND LTD
By:
Name: Neal Nenadovic
Title: Chief Compliance Officer
Address: 15 Lancashire Court
London
Shares Beneficially
Owned Prior to
Initial Closing: 273,715
Ordinary Shares
Being Purchased: 253,048
EIN:
Contact: Chris Pedrick
Email:
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PURCHASERS:
PENTWATER EQUITY OPPORTUNITIES MASTER FUND LTD
By:
Name: Neal Nenadovic
Title: Chief Compliance Officer
Address: 15 Lancashire Court
London
Shares Beneficially
Owned Prior to
Initial Closing: 239,026
Ordinary Shares
Being Purchased: 172,381
EIN:
Contact: Chris Pedrick
Email:
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PURCHASERS:
LMA SPC FOR AND ON BEHALF OF MAP 98 SEGREGATED PORTFOLIO
By:
Name: Neal Nenadovic
Title: Chief Compliance Officer
Address: 15 Lancashire Court
London
Shares Beneficially
Owned Prior to
Initial Closing: 52,117
Ordinary Shares
Being Purchased: 46,410
EIN:
Contact: Chris Pedrick
Email:
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PURCHASERS:
OCEANA MASTER FUND LTD
By:
Name: Neal Nenadovic
Title: Chief Compliance Officer
Address: 15 Lancashire Court
London
Shares Beneficially
Owned Prior to
Initial Closing: 234,211
Ordinary Shares
Being Purchased: 246,417
EIN:
Contact: Chris Pedrick
Email:
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PURCHASERS:
INVESTMENT OPPORTUNITIES 3 SEGREGATED PORTFOLIO
By:
Name: Neal Nenadovic
Title: Chief Compliance Officer
Address: 15 Lancashire Court
London
Shares Beneficially
Owned Prior to
Initial Closing: 524,597
Ordinary Shares
Being Purchased: 331,503
EIN:
Contact: Chris Pedrick
Email:
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PURCHASERS:
PENTWATER UNCONSTRAINED MASTER FUND LTD
By:
Name: Neal Nenadovic
Title: Chief Compliance Officer
Address: 15 Lancashire Court
London
Shares Beneficially
Owned Prior to
Initial Closing: 61,334
Ordinary Shares
Being Purchased: 55,250
EIN:
Contact: Chris Pedrick
Email:
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PURCHASERS:
Killik & Co LLP
By:
Name: Ian Paterson
Title: Authorised Signatory
Address: 46 Grosvenor Street
London
W1K 3HN
Shares Beneficially
Owned Prior to
Initial Closing: 347,000
Ordinary Shares
Being Purchased: 389,995
EIN:
Contact: Ian Paterson
Email:
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PURCHASERS:
POLAR CAPITAL FUNDS PLC – HEALTHCARE DISCOVERY FUND
By:
Name: Stephen Amoah
Title:
Address: 16 Palace Street
London, United Kingdom, SW1E 5JD
Shares Beneficially
Owned Prior to
Initial Closing: 68,913
Ordinary Shares
Being Purchased: 46,403
EIN:
Contact: Stephen Amoah
Email:
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PURCHASERS:
POLAR CAPITAL FUNDS PLC – BIOTECHNOLOGY FUND
By:
Name: Stephen Amoah
Title:
Address: 16 Palace Street
London, United Kingdom, SW1E 5JD
Shares Beneficially
Owned Prior to
Initial Closing: 250,000
Ordinary Shares
Being Purchased: 1,500,355
EIN:
Contact: Stephen Amoah
Email:
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PURCHASERS:
Oryx
By:
Name: Christopher Mills
Title: Director
Address: 6 Stratton Street
London W1J 8LD
Shares Beneficially
Owned Prior to
Initial Closing: 9,453,625
Ordinary Shares
Being Purchased: 32,794
EIN:
Contact: Christopher Mills
Email:
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PURCHASERS:
NASCIT
By:
Name: Christopher Mills
Title: Director
Address: 6 Stratton Street
London W1J 8LD
Shares Beneficially
Owned Prior to
Initial Closing: 9,453,625
Ordinary Shares
Being Purchased: 313,581
EIN:
Contact: Christopher Mills
Email:
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EXHIBIT A
CLOSING SCHEDULE
Ordinary Shares
|
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Purchaser |
| Number of |
|
|
|
| Total Purchase |
| ||||
FIL INVESTMENTS INTERNATIONAL, as agent for and on behalf of FIDELITY FUNDS SICAV in respect of FIDELITY FUNDS - EUROPEAN SMALLER COMPANIES 4 POOL |
|
| 311,773 |
|
|
| $ | 336,714.84 |
|
|
| |
PWCM Master Fund Ltd |
|
| 253,048 |
|
|
| $ | 273.291.84 |
|
|
| |
Pentwater Equity Opportunities Master Fund Ltd |
|
| 172,381 |
|
|
| $ | 186,171.48 |
|
|
| |
LMA SPC for and on Behalf of MAP 98 Segregated Portfolio |
|
| 46,410 |
|
|
| $ | 50,122.80 |
|
|
| |
Oceana Master Fund Ltd |
|
| 246,417 |
|
|
| $ | 266,130.36 |
|
|
| |
Investment Opportunities 3 Segregated Portfolio |
|
| 331,503 |
|
|
| $ | 358,023.24 |
|
|
| |
Pentwater Unconstrained Master Fund Ltd |
|
| 55,250 |
|
|
| $ | 59,670.00 |
|
|
| |
Polar Capital Funds PLC - Healthcare Discovery Fund |
|
| 46,403 |
|
|
| $ | 50,115.24 |
|
|
| |
Polar Capital Funds PLC - Biotechnology Fund |
|
| 1,500,335 |
|
|
| $ | 1,620,383.40 |
|
|
| |
Killik & Co LLP |
|
| 389,995 |
|
|
| $ | 421,194.60 |
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Oryx |
|
| 32,794 |
|
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| $ | 35,417.52 |
|
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| |
NASCIT |
|
| 313,581 |
|
|
| $ | 338,667.48 |
|
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| |
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TOTAL |
|
| 3,699,890 |
|
|
| $ | 3,722,610.96 |
|
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