Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Jun. 30, 2023 | Sep. 28, 2023 | Dec. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Jun. 30, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Renalytix plc | ||
Entity Central Index Key | 0001811115 | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Voluntary Filers | No | ||
Entity Shell Company | true | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Interactive Data Current | Yes | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Common Stock, Shares Outstanding | 95,019,440 | ||
Entity Address, Address Line One | Finsgate5-7 Cranwood Street | ||
Entity Address, City or Town | London | ||
Entity Address, Postal Zip Code | EC1V 9EE | ||
Entity Address, Country | GB | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Securities Act File Number | 001-39387 | ||
No Trading Symbol Flag | true | ||
Title of 12(b) Security | Ordinary shares, nominal value £0.0025 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Incorporation, State or Country Code | X0 | ||
City Area Code | 20 | ||
Local Phone Number | 3139 2910 | ||
ICFR Auditor Attestation Flag | false | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Proxy Statement related to the 2023 Annual General Meeting of the Registrant, scheduled to be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended June 30, 2023, are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | Iselin, New Jersey | ||
Entity Public Float | $ 44,938,090 | ||
Auditor Firm ID | 42 | ||
American Depositary Shares [Member] | |||
Document Information [Line Items] | |||
Trading Symbol | RNLX | ||
Title of 12(b) Security | American Depositary Shares, each representing two ordinary shares, nominal value £0.0025 per share | ||
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 24,682 | $ 41,333 |
Accounts receivable | 776 | 901 |
Prepaid expenses and other current assets | 1,424 | 2,445 |
Note receivable from Kantaro | 0 | 75 |
Total current assets | 26,882 | 44,754 |
Property and equipment, net | 1,027 | 1,369 |
Right of Use Asset | 159 | 0 |
Investment in VericiDx | 1,460 | 2,744 |
Investment in Kantaro | 0 | 9 |
Other Assets | 1,101 | 1,189 |
Total assets | 30,629 | 50,065 |
Current liabilities: | ||
Accrued expenses and other current liabilities | 6,644 | 3,060 |
Accrued expenses - related party | 1,963 | 1,496 |
Deferred revenue | 0 | 46 |
Current lease liability | 130 | 0 |
Convertible notes-current | 4,463 | 4,660 |
Payable to affiliate - current | 0 | 55 |
Total current liabilities | 16,136 | 11,776 |
Convertible notes-noncurrent | 7,485 | 7,682 |
Noncurrent lease liability | 41 | 0 |
Total liabilities | 23,662 | 19,458 |
Commitments and contingencies (Note 10) | ||
Shareholders' equity: | ||
Ordinary shares, 0.0025 par value per share: 98,750,054 shares authorized; 93,781,478 and 74,760,432 shares issued and outstanding at June 30, 2023 and June 30, 2022, respectively | 286 | 228 |
Additional paid-in capital | 186,456 | 164,012 |
Accumulated other comprehensive income | (1,450) | (915) |
Accumulated deficit | (178,325) | (132,718) |
Total shareholders' equity | 6,967 | 30,607 |
Total liabilities and shareholders' equity | 30,629 | 50,065 |
Related Party [Member] | ||
Current liabilities: | ||
Accounts payable | 1,451 | 1,083 |
Nonrelated Party [Member] | ||
Current liabilities: | ||
Accounts payable | $ 1,485 | $ 1,376 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) | Jun. 30, 2023 £ / shares shares | Jun. 30, 2022 £ / shares shares |
Statement of Financial Position [Abstract] | ||
Common stock par or stated value per share | (per share) | £ 0.0025 | £ 0.0025 |
Common stock shares authorized | 98,750,054 | 98,750,054 |
Common stock shares issued | 93,781,478 | 74,760,432 |
Common stock shares outstanding | 93,781,478 | 74,760,432 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 3,403 | $ 2,970 |
Cost of revenue | 2,683 | 2,096 |
Gross profit | 720 | 874 |
Operating expenses: | ||
Research and development | 14,298 | 14,648 |
General and administrative | 28,662 | 39,524 |
Performance of contract liability to affiliate | (19) | (115) |
Total operating expenses | 42,941 | 54,057 |
Loss from operations | (42,221) | (53,183) |
Equity in net (losses) earnings of affiliate | (9) | 9 |
Foreign currency gain (loss), net | 358 | 9,694 |
Fair value adjustment to VericiDx investment | (1,282) | (5,900) |
Fair value adjustment to Convertible notes | (3,107) | 3,998 |
Other income, net | 656 | 131 |
Net loss before income taxes | (45,605) | (45,251) |
Income tax expense | (2) | (25) |
Net loss | $ (45,607) | $ (45,276) |
Earnings Per Share, Basic | $ (0.55) | $ (0.62) |
Earnings Per Share, Diluted | $ (0.55) | $ (0.67) |
Weighted Average Number of Shares Outstanding, Basic | 82,210,050 | 72,861,448 |
Weighted Average Number of Shares Outstanding, Diluted | 82,210,050 | 73,837,496 |
Other comprehensive income (loss): | ||
Changes in the fair value of the convertible notes | $ (337) | $ 536 |
Foreign exchange translation adjustment | (198) | (9,727) |
Comprehensive loss | $ (46,142) | $ (54,467) |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] |
Beginning balance at Jun. 30, 2021 | $ 71,461 | $ 220 | $ 150,407 | $ 8,276 | $ (87,442) |
Beginning balance, Shares at Jun. 30, 2021 | 72,197,286 | ||||
Shares issued under the Securities Purchase Agreement (Value) | 8,586 | $ 8 | 8,578 | ||
Shares issued under the Securities Purchase Agreement (Shares) | 2,428,688 | ||||
Shares issued under the employee share purchase plan (Value) | 209 | 209 | |||
Shares issued under the employee share purchase plan (Shares) | 33,734 | ||||
Exercise of stock options (Value) | 197 | 197 | |||
Exercise of stock options (Shares) | 100,724 | ||||
Stock-based compensation expense | 4,621 | 4,621 | |||
Changes in the fair value of the convertible notes | 536 | 536 | |||
Currency translation adjustments | (9,727) | (9,727) | |||
Net loss | (45,276) | (45,276) | |||
Ending balance at Jun. 30, 2022 | 30,607 | $ 228 | 164,012 | (915) | (132,718) |
Ending balance, shares at Jun. 30, 2022 | 74,760,432 | ||||
Shares issued under the Securities Purchase Agreement (Value) | 19,305 | $ 57 | 19,248 | ||
Shares issued under the Securities Purchase Agreement (Shares) | 18,722,960 | ||||
Shares issued under the employee share purchase plan (Value) | $ 261 | $ 1 | 260 | ||
Shares issued under the employee share purchase plan (Shares) | 298,086 | ||||
Exercise of stock options (Shares) | 0 | ||||
Stock-based compensation expense | $ 2,936 | 2,936 | |||
Changes in the fair value of the convertible notes | (337) | (337) | |||
Currency translation adjustments | (198) | (198) | |||
Net loss | (45,607) | (45,607) | |||
Ending balance at Jun. 30, 2023 | $ 6,967 | $ 286 | $ 186,456 | $ (1,450) | $ (178,325) |
Ending balance, shares at Jun. 30, 2023 | 93,781,478 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (45,607) | $ (45,276) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 508 | 489 |
Stock-based compensation | 2,932 | 4,621 |
Equity in (net earnings) losses of affiliate | 9 | (9) |
Reduction of Kantaro liability | (55) | (119) |
Fair value adjustment to VericiDx investment | 1,282 | 5,900 |
Unrealized foreign exchange (gain) loss | (1,008) | (7,340) |
Fair value adjustment to convertible debt, net interest paid | 1,999 | (3,998) |
Non cash lease expense | 106 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 125 | (307) |
Prepaid expenses and other current assets | 1,299 | (1,487) |
Receivable from affiliates | 75 | 1 |
Accounts payable | 80 | 1,418 |
Accounts payable - related party | 368 | 722 |
Accrued expenses and other current liabilities | 3,397 | (1,505) |
Accrued expenses - related party | 451 | 1,271 |
Deferred revenue | (46) | (76) |
Payable to affiliate - current | 0 | (176) |
Other liabilities | 0 | (53) |
Net cash used in operating activities | (34,085) | (45,924) |
Cash flows from investing activities: | ||
Purchases of property and equipment | 0 | (557) |
Software development costs | 0 | (105) |
Net cash used in investing activities | 0 | (662) |
Cash flows from financing activities: | ||
Payment of convertible notes principal | (3,180) | 0 |
Proceeds from convertible notes | 0 | 18,020 |
Payment of debt issuance costs | 0 | (1,382) |
Gross proceeds from the issuance of ordinary shares | 20,296 | 8,804 |
Payment of offering costs | (991) | (218) |
Proceeds from the issuance of ordinary shares under employee share purchase plan | 261 | 209 |
Proceeds from exercise of stock options | 0 | 197 |
Net cash provided by financing activities | 16,386 | 25,630 |
Effect of exchange rate changes on cash | 1,048 | (2,839) |
Net (decrease) increase in cash and cash equivalents | (16,651) | (23,795) |
Cash and cash equivalents, beginning of period | 41,333 | 65,128 |
Cash and cash equivalents, end of period | 24,682 | 41,333 |
Supplemental noncash investing and financing activities: | ||
Noncash lease liabilities arising from obtaining right-of-use assets | $ 265 | $ 0 |
Business and risks
Business and risks | 12 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and risks | 1. Business and risks Renalytix PLC and its wholly-owned subsidiaries, the “Company” or "Renalytix" is an artificial intelligence-enabled in vitro diagnostics company, focused on optimizing clinical management of kidney disease to drive improved patient outcomes and significantly lower healthcare costs. KidneyIntelX, the Company’s first-in-class diagnostic platform, employs a proprietary artificial intelligence-enabled algorithm that combines diverse data inputs, including validated blood-based biomarkers, inherited genetics and personalized patient data from EHR systems, to generate a unique patient risk score. Additionally, the Company has successfully completed a statement of work with AstraZeneca Pharmaceuticals LP (“AstraZeneca”) to conduct a feasibility study to determine the impact of the use of the Company’s KidneyIntelX platform to optimize utilization of various CKD agents. As a result of the initial success with AstraZeneca the Company plans to pursue further collaborations with pharmaceutical companies and make ‘Pharmaceutical Services Revenue’ a core part of the business going forward with the goal of improving guideline-based standard-of-care for optimal utilization of existing and novel therapeutics using the KidneyIntelX testing platform and proprietary care management software. Since inception in March 2018, the Company has focused primarily on organizing and staffing the Company, raising capital, developing the KidneyIntelX platform, conducting clinical validation studies for KidneyIntelX, establishing and protecting its intellectual property portfolio and commercial laboratory operations, pursuing regulatory clearance and developing a reimbursement strategy. The Company has funded its operations primarily through equity and debt financings. The Company is subject to risks and uncertainties common to early-stage companies in the diagnostics industry, including, but not limited to, ability to secure additional capital to fund operations, compliance with governmental regulations, development by competitors of new technological innovations, dependence on key personnel and protection of proprietary technology. To achieve widespread usage, KidneyIntelX and additional diagnostic products currently under development will require extensive clinical testing and validation prior to regulatory approval and commercialization. These efforts require significant amounts of additional capital, adequate personnel, and infrastructure and extensive compliance-reporting capabilities. |
Liquidity and Going Concern
Liquidity and Going Concern | 12 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern | 2. Liquidity and Going Concern The Company has incurred recurring losses and negative cash flows from operations since inception and had an accumulated deficit of $ 178.3 million as of June 30, 2023. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales of KidneyIntelX or any future products currently in development. As a result of our losses and our projected cash needs, substantial doubt exists about the Company’s ability to continue as a going concern. Substantial additional capital will be necessary to fund the Company's operations, expand its commercial activities and develop other potential diagnostic related products. The Company plans to seek additional funding through public or private equity offerings, debt financings, other collaborations, strategic alliances and licensing arrangements. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into strategic alliances or other arrangements on favorable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s shareholders. If the Company is unable to obtain funding, the Company could be required to delay, curtail or discontinue research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect its business prospect. The Company’s ability to continue as a going concern is contingent upon successful execution of management’s intended plan over the next twelve months to improve the Company’s liquidity and profitability, which includes, without limitation: • Seeking additional capital through through public or private equity offerings, debt financings, other collaborations, strategic alliances and licensing arrangements • Implementation of various additional operating cost reduction options that are available to the Company • The achievement of a certain volume of assumed revenue The consolidated financial statements do not include any adjustments that may result from the outcome of this going concern uncertainty. |
Basis of presentation and summa
Basis of presentation and summary of significant accounting policies | 12 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation and summary of significant accounting policies | 3. Basis of presentation and summary of significant accounting policies The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). Principles of consolidation The consolidated financial statements include the accounts of Renalytix plc, and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation. The Company accounts for investments in which it has significant influence but not a controlling financial interest using the equity method of accounting. Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Due to the uncertainty of factors surrounding the estimates or judgments used in the preparation of the consolidated financial statements, actual results may materially vary from these estimates. Estimates and assumptions are periodically reviewed, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Significant areas that require management’s estimate include the assumptions used in determining the fair value of share-based awards, determining the fair value of the bonds, recording the prepaid/accrual and associated expense for research and development activities performed for the Company by third parties and determining useful lives of property and equipment and capitalized software. Segment information The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. The Company’s singular focus is to make significant improvements in kidney disease diagnosis and prognosis, clinical care, patient stratification for drug clinical trials, and drug target discovery. Foreign currency The Company’s consolidated financial statements are presented in U.S. dollars, the reporting currency of the Company. The functional currency of Renalytix plc and Renalytix AI Limited is GB Pounds. The functional currency of Renalytix AI, Inc. is the U.S. dollar. Assets and liabilities of Renalytix plc and Renalytix AI Limited are translated at the rate of exchange at period-end, while the statements of operations are translated at the weighted average exchange rates in effect during the reporting period. The net effect of these translation adjustments is shown as a component of accumulated other comprehensive income (loss). Transaction gains and losses resulting from exchange rate changes on transactions denominated in currencies other than the functional currency are included in income in the period in which the change occurs and reported in the consolidated statements of operations and comprehensive loss. Concentrations of credit risk and major customers Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable balances. Periodically, the Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company deposits its cash in financial institutions that it believes have high credit quality and are not exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships and has not experienced any losses on such accounts. The Company’s accounts receivable are derived from revenue earned from customers located in the U.S. For the year ended June 30, 2023 , approximately 70 % of all receivables related to KidneyIntelX testing revenue related to one customer, approximately 19 % of receivables were due from other party payors and approximately 11 % of receivables outstanding related to pharmaceutical services performed for one customer. For the year ended June 30, 2022, the Company's accounts receivable were derived from two customers which provided approximately 99 % of the Company's revenue, of which one customer made up 91 % of the Company's revenue. The Company performs initial and ongoing credit reviews on customers, which involve consideration of the customers’ financial information, their location, and other factors to assess the customers’ ability to pay and reserved for $ 0.1 million of receivables for the year ended June 30, 2023. Fair value of financial instruments At June 30, 2023 and 2022 , the Company’s financial instruments included accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities. The carrying amounts of these assets and liabilities approximates fair value due to their short-term nature. The convertible notes are recorded at their estimated fair value. Fair value option Under the Fair Value Option Subsections of ASC subtopic 825-10, Financial Instruments – Overall , the Company has the irrevocable option to report most financial assets and financial liabilities at fair value on an instrument-by-instrument basis, with changes in fair value reported in earnings (see Note 5). The Company has elected to measure and record the convertible notes at their estimated fair value. Cash and cash equivalents The Company considers all highly liquid investments purchased with an original maturity of 90 days or less to be cash equivalents. As of June 30, 2023 and 2022, the Company had a cash balance of $ 24.7 million and $ 41.3 million, respectively. Accounts receivable Accounts receivable are recorded at the invoice amount and are non-interest bearing. The Company considers receivables past due based on the contractual payment terms. The Company reserves specific receivables if collectability is no longer reasonably assured. Estimates for allowances for doubtful accounts are determined based on existing contractual obligations, historical payment patterns, and individual customer circumstances. The Company reserved for $ 0.1 million of receivables as of June 30, 2023 . No reserves were recorded as of June 30, 2022 . Property and equipment Property and equipment are recorded at cost. Depreciation is determined using the straight-line method over the estimated useful lives ranging from three to ten years. Expenditures for maintenance and repairs are expensed as incurred while renewals and betterments are capitalized. When property and equipment are sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in operations. Performance of contract liability to affiliate In May 2020, the Company and the Icahn School of Medicine at Mount Sinai entered into an operating agreement (“Kantaro Operating Agreement”) to form a joint venture, Kantaro Biosciences LLC (“Kantaro”), for the purpose of developing and commercializing laboratory tests for the detection of antibodies against SARS-CoV-2 originally developed by Mount Sinai. Kantaro has a fiscal year ending December 31 st . Kantaro has partnered with Bio-Techne Corporation to develop and launch the new test which are designed for use in any authorized clinical testing laboratory without the need for proprietary equipment. On December 31, 2022, the members and managers of Kantaro decided that it was in the best interest of Kantaro to wind up the Kantaro business. As part of the termination agreement, the members agreed that Renalytix has no further liability to perform services on behalf of Kantaro. During the years ended June 30, 2023 and 2022, the Company recognized $ 0.01 million and $0 .1 million, respectively, related to the performance of the contract liability with Kantaro. This represents the allocation of costs for performing services on behalf of Kantaro. I nvestments VericiDx plc The Company accounts for its ownership of VericiDx securities at fair value in accordance with ASC 321, Investments-Equity Securities , with changes in fair value recorded in earnings as the fair value of VericiDx's ordinary shares is readily determinable via the London Stock Exchange. Based on closing stock price of VericiDx, the fair value of the investment in VericiDx was $ 1.5 million and $ 2.7 million at June 30, 2023 and 2022, respectively. During the year ended June 30, 2023 and 2022, the Company recorded a decrease in fair value of $ 1.3 million and $ 5.9 million, respectively, in the consolidated statements of operations and comprehensive loss. The Company owned 5.8 % of the ordinary shares of VericiDx at June 30, 2023 and 2022. Equity Method Investments Kantaro Biosciences LLC The Company accounts for equity investments where it owns a non-controlling interest, but has the ability to exercise significant influence, under the equity method of accounting. Under the equity method of accounting, the original cost of the investment is adjusted for the Company’s share of equity in the earnings of the equity investee and reduced by dividends and distributions of capital received, unless the fair value option is elected, in which case the investment balance is marked to fair value each reporting period and the impact of changes in fair value of the equity investment are reported in earnings. As the Company can exert significant influence over, but does not control, Kantaro’s operations through voting rights or representation on Kantaro’s board of directors, the Company accounts for this investment using the equity method of accounting. The Company records its share in Kantaro’s earnings and losses in the consolidated statement of operations. The Company assesses its investment for other-than-temporary impairment when events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable and recognize an impairment loss to adjust the investment to its then-current fair value. On December 31, 2022, the members and managers of Kantaro decided that it was in the best interest of Kantaro to wind up the business and unanimously signed a termination agreement. As part of the termination agreement, the members agreed to wind up Kantaro's business and dissolve it promptly after the effective date of the termination agreement. As of June 30, 2023, Kantaro's business was completely dissolved and the Company no longer held an equity interest in Kantaro. The Company owned 25 % of the membership equity units in Kantaro at June 30, 2022. Impairment assessment The Company evaluates its investments that are in unrealized loss positions, if any, and equity method investments for other-than-temporary impairment on a quarterly basis (see Note 5). Such evaluation involves a variety of considerations, including assessments of the risks and uncertainties associated with general economic conditions and distinct conditions affecting specific issuers or investees. Factors considered by the Company include (i) the length of time and the extent to which an investment’s fair value has been below its cost; (ii) the financial condition, credit worthiness, and near-term prospects of the issuer; (iii) the length of time to maturity; (iv) future economic conditions and market forecasts; (v) the Company’s intent and ability to retain its investment for a period of time sufficient to allow for recovery of market value; (vi) an assessment of whether it is more likely than not that the Company will be required to sell its investment before recovery of market value; and (vii) whether events or changes in circumstances indicate that the investment’s carrying amount might not be recoverable. Software development costs The Company follows the provisions of ASC 985, Software , which requires software development costs for software to marketed externally to be expensed as incurred until the establishment of technological feasibility, at which time those costs are capitalized until the software is available for general release and amortized over its estimated useful life of ten years . For the year ended June 30, 2023, there was no capitalization of research and development expenses related to software development to record. For the year ended June 30, 2022, the Company capitalized $ 0.1 million of research and development expenses related to software development. Technological feasibility is established upon the completion of a working model that has been validated. Revenue recognition Pursuant to ASC 606, Revenue from Contracts with Customers, the Company recognizes revenue when a customer obtains control of promised goods or services. The Company records the amount of revenue that reflects the consideration that it expects to receive in exchange for those goods or services. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that it will collect the consideration to which it is entitled in exchange for the goods or services that it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations it must deliver and which of these performance obligations are distinct. Certain contracts have options for the customer to acquire additional services. The Company evaluates these options to determine if a material right exists. If, after that evaluation, it determines a material right does exist, it assigns value to the material right based upon the renewal option approach. The Company recognizes as revenue the amount of the transaction price that is allocated to each performance obligation when that performance obligation is satisfied or as it is satisfied. The Company uses the present right to payment principle and customer acceptance as indicators to determine the transfer of control to the customer occurs at a point in time. Sales tax and other similar taxes are excluded from revenues. Cost of revenue Cost of revenue consists of costs directly attributable to the services rendered, including labor, rent, lab consumables, depreciation, amortization and sample collection costs directly related to revenue generating activities. Research and development expenses Research and development costs consist primarily of internal and external labor costs incurred in connection with the development of KidneyIntelX as well as expenses related to studies and clinical trials to further the clinical value, performance and utility of KidneyIntelX. Research and development costs are expensed as incurred. Share-based compensation The Company measures equity classified share-based awards granted to employees and nonemployees based on the estimated fair value on the date of grant and recognizes compensation expense of those awards over the requisite service period, which is the vesting period of the respective award. The Company accounts for forfeitures as they occur. For share-based awards with service-based vesting conditions, the Company recognizes compensation expense on a straight-line basis over the service period. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions, including the expected stock price volatility, the expected term of the option, the risk-free interest rate for a period that approximates the expected term of the option, and the Company’s expected dividend yield. The Company was a privately-held organization prior to November 2018 and has been a publicly-traded company for a limited period of time and therefore lacks company-specific historical and implied volatility information for its shares. Therefore, it estimates its expected share price volatility based on the historical volatility of publicly-traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is none based on the fact that the Company has never paid cash dividends on ordinary shares and does not expect to pay any cash dividends in the foreseeable future. The Company classifies share-based compensation expense in its consolidated statement of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. Income taxes Income taxes are accounted for under the asset and liability method as required by FASB ASC Topic 740, Income Taxes (ASC 740). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A reduction in the carrying value of the deferred tax assets is required when it is not more likely than not that such deferred tax assets are realizable. FASB ASC Subtopic 740-10, Accounting for Uncertainty of Income Taxes (ASC 740-10), defines the criterion an individual tax position must meet for any part of the benefit of the tax position to be recognized in financial statements prepared in conformity with U.S. GAAP. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not such tax position will be sustained on examination by the taxing authorities, based solely on the technical merits of the respective tax position. The tax benefits recognized in the financial statements from such a tax position should be measured based on the largest benefit having a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority. In accordance with disclosure requirements of ASC 740-10, the Company’s policy on income statement classification of interest and penalties related to income tax obligations is to include such items as part of income tax expense. Comprehensive loss Comprehensive loss includes net loss as well as other changes in shareholders’ equity that result from transactions and economic events other than those with shareholders. For the periods presented, changes in shareholders’ equity includes foreign currency translation as well as changes in fair value of the convertible note due to changes in instrument specific credit risk. The change in instrument specific credit risk was calculated as the change in the risk yield from the convertible debt issuance date to the valuation date. The instrument specific credit risk at issuance date was calibrated such that the fair value of the convertible bond was equal to the issue price as of the issuance date. The risk yield was adjusted to reflect the change in credit spreads between the issuance date and the valuation date. Net loss per ordinary share Basic net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during each period. Diluted net loss per ordinary share includes the effect, if any, from the potential exercise or conversion of securities, such as options and convertible debt which would result in the issuance of incremental ordinary shares. The dilutive effect of convertible securities is calculated using the if-converted method. Under the if-converted method, interest charges applicable to the convertible debt as well as nondiscretionary adjustments which include any expenses or charges that are determined based on the income (loss) for the period are added back to net income. The convertible debt is assumed to have been converted at the beginning of the period (or at time of issuance, if later). For the year ended June 30, 2023, under the if-converted method, the add back of nondiscretionary adjustments and inclusion of potentially converted shares would be anti-dilutive. Emerging growth company The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”). Under the JOBS Act, companies have extended transition periods available for complying with new or revised accounting standards. The Company has elected to avail itself of this exemption and, therefore, while the Company is an emerging growth company it will not be subject to new or revised accounting standards at the same time that they become applicable to other public emerging growth companies that have not elected to avail themselves of this exemption. Recently issued accounting pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , in order to increase transparency and comparability among organizations by, among other provisions, recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous U.S. GAAP. For public companies, ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach and early adoption is permitted. In transition, entities may also elect a package of practical expedients that must be applied in its entirety to all leases commencing before the adoption date, unless the lease is modified, and permits entities to not reassess (a) the existence of a lease, (b) the lease classification or (c) the determination of initial direct costs, as of the adoption date, which effectively allows entities to carryforward accounting conclusions under previous U.S. GAAP. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements , which provides entities an optional transition method to apply the guidance under Topic 842 as of the adoption date, rather than as of the earliest period presented. In June 2020, the FASB issued ASU No 2020-05 that further delayed the effective date of Topic 842 to fiscal years beginning July 1, 2022, and interim periods within those years. The Company implemented ASU 2016-02 in the fiscal year beginning July 1, 2022 and recorded a right of use asset and lease liability on the balance sheet, but overall adoption of the new pronouncement did not have a material impact on the consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments , which requires measurement and recognition of expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This is different from the current guidance as this will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets. The new guidance will be effective for the Company on July 1, 2023. The Company plans to implement ASU 2016-13 in the fiscal year beginning July 1, 2023 and evaluated the impact of ASU 2016-13 and it is not expected to have a material impact on the consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ ASU 2020 - 06 ”). ASU 2020-06 eliminates two of the three models in ASC 470-20 that require issuers to separately account for embedded conversion features and eliminates some of the requirements for equity classification in ASC 815-40-25 for contracts in an entity’s own equity. The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and generally requires them to include the effect of potential share settlement for instruments that may be settled in cash or shares. It is effective for annual periods beginning after December 15, 2023, and interim periods therein. The Company evaluated the effect ASU 2020-06 and it is not expected to have a material impact on the consolidated financial statements. |
Revenue
Revenue | 12 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 4. Revenue Testing services revenue Each individual test is a performance obligation that is satisfied at a point in time upon completion of the testing process (when results are reported) which is when control passes to the customer and revenue is recognized. During the years ended June 30, 2023 and 2022, the Company recognized $ 3.1 million and $ 2.7 million, respectively, of testing services revenue. Sales tax and other similar taxes are excluded from revenues. During the year ended June 30, 2023, the Company performed testing and provided approved KidneyIntelX risk scores for approximately 100 samples or $ 0.1 million of potential revenue where collectability was determined to not be reasonably assured. The Company will continue to assess each contract to determine whether the collectability criterion is met and recognize revenue when collectability is reasonable assured. Pharmaceutical services revenue Pharmaceutical services revenue is generated from the provision of analytical services to customers. Contracts with customers generally include an initial upfront payment and additional payments upon achieving performance milestones. The Company uses the present right to payment principle and customer acceptance as indicators to determine the transfer of control to the customer which may occur at a point in time or over time depending on the individual contract terms. Sales tax and other similar taxes are excluded from revenues. During the years ended June 30, 2023 and 2022, the Company recognized $ 0.3 million and $ 0.2 million, respectively, of pharmaceutical services revenue where performance obligations are satisfied at a point in time. Professional services revenue Professional services revenue consists of services related to the creation of a branded care navigation portal/pathway for use with KidneyIntelX. Revenue is recognized when control of the promised services is transferred to customers and the performance obligation is fulfilled in an amount that reflects the consideration that the Company expects to be entitled to in exchange for those services. There was no professional services revenue recognized in the fiscal years ended June 30, 2023 and 2022. Deferred revenue Deferred revenue represents the allocated transaction price to the material right which will be recognized as revenue when the renewal options are exercised which is expected to occur over the next 6 months. The following table summarizes the changes in deferred revenue: (in thousands) June 30, 2023 June 30, 2022 Balance, beginning of period $ 46 $ 122 Deferral of revenue — 67 Revenue recognized ( 46 ) ( 143 ) Balance, end of period $ — $ 46 |
Fair value measurements and the
Fair value measurements and the fair value option | 12 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements and the fair value option | 5. Fair value measurements and the fair value option Assets and liabilities recorded at fair value on a recurring basis in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: • Level 1—Quoted prices (unadjusted in active markets for identical assets or liabilities) • Level 2—Inputs other than quoted prices in active markets that are observable either directly or indirectly • Level 3—Unobservable inputs in which there is little or no market data, which require the Company to develop its own assumptions This hierarchy requires the use of observable market data when available and to minimize the use of unobservable inputs when determining fair value. The following fair value hierarchy table presents information about the Company’s assets measured at fair value on a recurring basis: Fair value measurement at reporting date using (in thousands) (Level 1) (Level 2) (Level 3) June 30, 2023 Assets: Equity Securities $ 1,460 $ — $ — Liabilities: Convertible notes $ — $ — $ 11,948 June 30, 2022 Assets: Equity Securities $ 2,744 $ — $ — Liabilities: Convertible notes $ — $ — $ 12,342 The Company accounts for its ownership of VericiDx securities at fair value in accordance with ASC 321, Investments-Equity Securities , with changes in fair value recorded in earnings as the fair value of VericiDx's ordinary shares is readily determinable via the London Stock Exchange. The Company owns 9,831,681 shares of VericiDx. Based on closing stock price of VericiDx, the fair value of the investment in VericiDx was $ 1.5 million and $ 2.7 million at June 30, 2023 and 2022, respectively. As further described in Note 8, in April 2022 the Company issued convertible promissory notes (the “Notes”) to various investors. The fair value option, as prescribed by ASC 815, Derivatives and Hedging, was elected and applied in connection with the preparation of these consolidated financial statements. The fair value of the Notes is determined using a scenario-based analysis that estimates the fair value based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes available to the noteholders. The Company adjusts the carrying value of the Notes to their estimated fair value at each reporting date, with qualifying increases or decreases in the fair value recorded as change in fair value of convertible promissory notes in the statements of operations and comprehensive loss. Changes in the fair value resulting from changes in the instrument-specific credit risk will be presented separately in other comprehensive income. (in thousands) June 30, 2023 Balance at the beginning of the year $ 12,342 Change due to payment of principal and interest ( 4,287 ) Fair value adjustments 3,107 Change in credit risk ( 337 ) FX Impact 1,123 Balance at June 30, 2023 $ 11,948 Non-financial assets and liabilities The Company’s non-financial assets, which primarily consist of property and equipment and equity method investments, are not required to be measured at fair value on a recurring basis, and instead are reported at carrying value in its consolidated balance sheet. However, on a periodic basis or whenever events or changes in circumstances indicate that they may not be fully recoverable, the respective carrying value of non-financial assets are assessed for impairment and, if ultimately considered impaired, are adjusted and written down to their fair value, as estimated based on consideration of external market participant assumptions. |
Property and equipment, net and
Property and equipment, net and intangibles | 12 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net and intangibles | 6. Property and equipment, net and intangibles Property and equipment consists of (in thousands): (in thousands) June 30, 2023 June 30, 2022 Lab equipment $ 1,142 $ 1,143 Office equipment 124 124 Office furniture 35 35 Leasehold improvements 576 576 Total 1,877 1,878 Less accumulated depreciation ( 850 ) ( 509 ) $ 1,027 $ 1,369 Depreciation expense was $ 0.3 million and $ 0.3 million for the years ended June 30, 2023 and 2022, respectively. (in thousands) June 30, 2023 June 30, 2022 Software $ 1,526 $ 1,476 Total 1,526 1,476 Less accumulated amortization ( 476 ) ( 287 ) $ 1,050 $ 1,189 As of June 30, 2023 and 2022 there was $ 1.1 million and $ 1.2 million, respectively, of unamortized costs of software development and purchased software. Amortization expense related to capitalized software development costs was $ 0.2 million and $ 0.2 million for the years ended June 30, 2023 and 2022, respectively, and was expensed within cost of revenue in the consolidated statements of operations. As of June 30, 2023, the expected amortization expense for the next five years and thereafter is as follows: (in thousands) 2024 $ 181 2025 181 2026 142 2027 125 2028 125 Thereafter 296 $ 1,050 |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 12 Months Ended |
Jun. 30, 2023 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
Accrued expenses and other current liabilities | 7. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of (in thousands): June 30, 2023 June 30, 2022 Consulting and professional fees $ 442 $ 551 Research and development 1,657 909 Payroll and related benefits 3,866 1,437 License and Royalty Expense 669 151 Other 10 12 $ 6,644 $ 3,060 |
Convertible Notes
Convertible Notes | 12 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Notes | 8. Convertible Notes In April 2022, the Company issued amortizing senior convertible bonds with a principal amount of $ 21.2 million in amortizing senior convertible bonds due in April 2027 (the "Bonds"). The Bonds were issued at 85 % par value with total net proceeds of $ 18.0 million and accrue interest at an annual rate of 5.5 %, payable quarterly in arrears, in cash or ADSs valued at the ADS Settlement Price at the option of the Compan y. The principal and interest payments are due in equal quarterly installments starting in July 2022. The Bonds contain various conversion and redemption features. The initial conversion price for the Convertible Bonds of $ 8.70 has been set at a 20 percent premium to the Reference ADS Price. The Conversion Price may reset down at 12 , 24 and 36 months , depending on share price performance, the Bonds have a hard floor in the conversion price of $ 7.25 . As a result of the February 2023 private placement and pursuant to conditions of the bond agreement, the conversion price was adjusted to $ 8.2508 (previously $ 8.70 ) and the floor price was adjusted to $ 6.8757 (previously $ 7.25 ). Further, pursuant to conditions of the agreement, effective April 7, 2023, the conversion price was adjusted from $ 8.2508 to $ 7.7924 . Between amortization dates, the Convertible Bond Investor retains the right to advance future amortization payments, provided that (a) there shall be no amortization advancements during the first 12 months, (b) no more than 2 amortization advancements may occur in any 12 month period, and (c) no more than 1 amortization advancement may occur in any 3 month period. The Convertible Bond Investor is also permitted to defer up to two amortization payments to a subsequent amortization date. The Company retains the option to repay any deferred amortization in cash at 100 percent of the nominal amount. In July 2022, the Company made a cash amortization payment of $ 1.4 million, which consisted of $ 1.1 million of principal and $ 0.3 million of interes t. In October 2022, the investor deferred the October amortization payment to maturity of the bond and the Company made an interest payment of $ 0.3 million. In January 2023, the Company made a cash amortization payment of $ 1.4 million, which consisted of $ 1.1 million of principal and $ 0.3 million of interest. In April 2023, the Company made a cash amortization payment of $ 1.4 million, which consisted of $ 1.1 million of principal and $ 0.3 million of interest. As of June 30, 2023, $ 18.0 million of principal was outstanding. On issuance, the Company elected to account for the Bonds at fair value in accordance with ASC 815, Derivatives and Hedging, with qualifying changes in fair value being recognized through the statements of operations until the Bonds are settled. Changes in fair value related to instrument-specific credit risk are recognized through comprehensive loss until the Bonds are settled. The fair value of the bonds is determined using a scenario-based analysis that estimates the fair value based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes available to the noteholders. Significant assumptions used in the fair value analysis include the volatility rate, risk-free rate, dividend yield and risky yield. The fair value of the Bonds was determined to be $ 16.9 million on issuance, which is the principal amount of the Bonds. On issuance, total debt issuance costs of $ 1.4 million were immediately expensed as a component of general and administrative expense in the consolidated statement of operations during the year ended June 30, 2022. As of June 30, 2023, the fair value of the Bonds was determined to be $ 11.9 million. During the twelve months ended June 30, 2023, the Company recognized a decrease in fair value of the Notes related to the instrument-specific credit risk of $ 0.3 million in the comprehensive loss and an increase in fair value related to non-instrument specific credit risk of $ 3.1 million as a loss in the consolidated statement of operations. The Company recognized a decrease in fair value of the Notes related to the instrument-specific credit risk of $ 0.5 million in the comprehensive loss and a decrease in fair value related to non-instrument specific credit risk of $ 4.0 million as a gain in the consolidated statement of operations during the year ended June 30, 2022 . |
Leases
Leases | 12 Months Ended |
Jun. 30, 2023 | |
Lessee Disclosure [Abstract] | |
Leases | 9. Leases The Company leases certain office space and laboratory space. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. The Company does not recognize right-of-use assets or lease liabilities for leases determined to have a term of 12 months or less. Many of the Company's leases contain variable non-lease components such as maintenance, taxes, insurance, and similar costs for the spaces it occupies. Variable executory costs, as it relates to net leases, are excluded from the calculation of the lease liability. Variable executory costs include costs relating to utilities, repairs, maintenance, insurance, common area expenses, and taxes paid for the leased asset during its economic life. Upon adoption of ASC 842, the Company elected the package of practical expedients and the hindsight practical expedient but did not elect the easement practical expedient which is not applicable to the Company as the Company does not have any ground leases. In accordance with the package of practical expedients, the Company has not reassessed any of their existing or expired contracts or any other agreements that were previously concluded to not contain a lease for the following practical expedient guidance: (1) whether the arrangement is or contains a lease, (2) lease classification and (3) whether previously capitalized costs continue to qualify as initial direct costs. The Company leased lab space in Salt Lake City, UT, under a five-year lease, the term of which commenced in November 2019. The Company has measured its right-of-use assets and lease liabilities based on lease terms ending in October 2024 . The Company leased lab space in New York City, NY under an initial three-month lease, the term of which commenced in February 2019. The Company has classified this lease as a short-term lease as the Company concluded that the noncancelable terms of this lease was less than one year at the commencement and none of the Company's renewals or amendments were for additional noncancelable terms greater than one year. The Company leased lab space in St. Petersburg, FL from under an initial one-year term, the term of which commenced in January 2022. The Company has classified this lease as a short-term lease as the Company concluded that the noncancelable terms of this lease was less than one year at the commencement and none of the Company's renewals or amendments were for additional noncancelable terms greater than one year. The Company leased office space in New York City, NY under an initial month-to-month term, the term of which commenced in June 2018. The lease did not have termination or formal renewal options however the Company can renew their office space if they are still needed and are still available at the end of the term. The Company has classified this lease as a short-term lease as the Company concluded that the noncancelable terms of this lease was less than one year at the commencement and none of the Company's renewals or amendments were for additional noncancelable terms greater than one year. The Company identified and assessed the following significant assumptions in recognizing its right-of-use assets and corresponding lease liabilities during the adoption of ASC 842: As the Company's leases do not provide an implicit rate, it concluded that a 10.0 % IBR, the approximate midpoint between the average commercial real estate loans during 2022, is an appropriate discount rate to use for the Utah lease, which was the only lease existing as of the adoption date. The following table shows the lease balance sheet classification of leases for the quarter ended June 30, 2023 (in thousands): (in thousands) June 30, 2023 Assets Operating lease right-of-use assets, net of accumulated amortization $ 159 Liabilities Current $ 130 Operating lease liabilities, current Non-current Operating lease liabilities, non-current $ 41 Total lease liabilities $ 171 The following table shows the lease costs for the year ended June 30, 2023 (in thousands): Lease costs (in thousands) Statement of operations classification June 30, 2023 Operating lease costs Operating expenses: research and development $ 129 Short term lease costs Operating expenses: research and development $ 59 Short term lease costs Operating expenses: general and administrative $ 132 Short term lease costs Cost of goods sold $ 368 Total lease costs $ 688 Other information June 30, 2023 Cash paid for amounts included in the measurement of lease liabilities (in thousands) $ 129 Remaining lease term - operating leases (in years) 1.4 Discount rate - operating leases 10 % The future minimum payments for noncancelable leases with terms in excess of one year as of June 30, 2023 are payable as follows (in thousands): (in thousands) 2024 $ 138 2025 46 2026 — Total minimum lease payments $ 184 Less amounts representing interest $ ( 13 ) Present value of lease liabilities $ 171 The Company recognized rent expense of $ 0.7 million and $ 0.7 million during the years ended June 30, 2023 and 2022 , respectively, related to all leases. Rent expense is included within cost of revenue, research and development and general and administrative expenses in the consolidated statement of operations. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 10. Commitments and contingencies Leases Lease payments under operating leases as of June 30, 2023 and information about the Company’s lease arrangements are disclosed in Note 9, "Leases". Employment agreements The Company has entered into employment agreements with certain key executives providing for compensation and severance in certain circumstances, as set forth in the agreements. Retirement plans The Company maintains a defined contribution 401(k) retirement plan which covers all U.S. employees. Employees are eligible after three months of service. Under the 401(k) plan, participating employees may make contributions in an amount up to the limit set by the Internal Revenue Service on an annual basis. The Company has a safe harbor plan and makes contributions to employee accounts of 5 % of compensation (as defined by the plan). The Company paid $ 0.4 million and $ 0.4 million in contributions for the year ended June 30, 2023 and 2022, respectively. Legal proceedings The Company is not a party to any litigation and does not have contingency reserves established for any litigation liabilities. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. |
License and services agreements
License and services agreements | 12 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
License and services agreements | 11. License and services agreements Mount Sinai license and sponsored research agreements On May 30, 2018, the Company entered into an exclusive license agreement (the “ISMMS License Agreement”) and, on March 7, 2019, a sponsored research agreement (the “ISMMS SRA”) with Mount Sinai. Under the terms of the ISMMS License Agreement, ISMMS granted the Company (i) an exclusive, sublicensable license to use certain patent rights covering specific inventions concerning the utilization of biomarkers guided artificial intelligence techniques for detecting kidney functional decline (the “ISMMS Technology”), (ii) a non-exclusive license under unregistered licensed copyrights and licensed know-how and (iii) an exclusive option to obtain licensed technology conceived after May 30, 2018. The Company is obligated to pay Mount Sinai $ 1.5 million and $ 7.5 million in commercial milestone payments upon achieving worldwide net sales of KidneyIntelX of $ 50.0 million and $ 300.0 million, respectively. The Company is also obligated to pay Mount Sinai a 4 % to 5 % royalty on net sales of KidneyIntelX, subject to customary reductions. Royalties are payable on a product-by-product basis from first commercial sale of such product until the later of (1) expiration of the last valid claim of a licensed patent covering such product or (2) on a country-by-country basis, 12 years from first commercial sale of such product in such country. Moreover, the Company is obligated to pay Mount Sinai between 15 % and 25 % of any consideration received from a sublicensee. As part of the ISMMS SRA, the Company has agreed to fund several research projects to further develop the ISMMS Technology. The Company incurred $ 2.6 million and $ 1.4 million related to the ISMMS SRA for the years ended June 30, 2023 and 2022, respectively. Mount Sinai Clinical Trial agreement In July 2021, the Company entered into a Clinical Trial Agreement (the "CTA") with ISMMS. Under the CTA, ISMMS will undertake a sponsored clinical trial entitled, “A prospective decision impact trial of KidneyIntelX in patients with Type 2 diabetes and existing chronic kidney disease”. The clinical trial is to be conducted at ISMMS with Renalytix agreeing to pay ISMMS is accordance with the agreed upon budget. The clinical trial is expected to last up to four years with a total estimated budget of $ 3.2 million. As of June 30, 2023, amounts due to ISMMS under the CTA totaled $ 0.8 million and $ 0.5 million was expensed during the year ended June 30, 2023. As of June 30, 2022, amounts due to ISMMS under the CTA totaled $ 0.4 million and $ 0.6 million was expensed during the year ended June 30, 2022. Joslin diabetes center agreement In October 2018, the Company purchased a worldwide exclusive license agreement (the “Joslin Agreement”) with the Joslin Diabetes Center, Inc. (“Joslin”) that was previously entered into with EKF Diagnostics Holding Plc (“EKF”), a related party, in July 2017. The license agreement provides the Company with the right to develop and commercialize licensed products covering a novel methodology of diagnosing and predicting kidney disease using certain biomarkers (the “Joslin Diabetes Technology”). Under the terms of the Joslin Agreement, the Company is obligated to pay Joslin aggregate commercial milestone payments of $ 0.3 million and $ 1.0 million upon achieving worldwide net sales of licensed products and processes of $ 2.0 million and $ 10.0 million, respectively. The Company is also obligated to pay Joslin a 5 % royalty on net sales of any licensed products or licensed processes, subject to customary reductions. Moreover, the Company is obligated to pay Joslin 25 % of any consideration received from a sublicensee. The Company accrued $ 0.3 million related to achievement of the first sales milestone and accrued $ 0.3 million of royalties due to Joslin as of June 30, 2023 which were recorded as cost of revenue within the statement of operations. Royalties recorded for the year ended June 30, 2022 were immaterial. The Joslin Agreement initially expires on July 31, 2025 and is subject to an automatic five-year extension unless either party notifies the other party of its intent not to extend the agreement at least 180 days prior to initial expiration. Either party may terminate the Joslin Agreement earlier upon an uncured material breach of the agreement by the other party, the insolvency of the other party, or in the event the other party is unable to perform its obligations under the agreement for a specified period. Additionally, Joslin may terminate the agreement in the event that the Company ceases developing or commercializing licensed products or processes, if the Company fails to maintain certain required insurance policies, and if the Company fails to pay patent expenses related to the licensed patents. Wake Forest/Atrium Health In May 2021, the Company entered into a partnership with Atrium Health, Wake Forest Baptist Health and Wake Forest School of Medicine to implement an advanced clinical care model to improve kidney health and reduce kidney disease progression and kidney failure. Through these partnerships, KidneyIntelX access will be enabled to primary care physicians, endocrinologists, nephrologists and care teams in 37 hospitals and more than 1,350 care locations across the Carolinas and Georgia. Additionally, the Company entered into a five year clinical trial agreement with Wake Forest University Health Sciences to evaluate the clinical impact of KidneyIntelX on the management of patients with type 2 diabetes (T2D) and diabetic (chronic) kidney disease (stage 1-3). The total estimated cost of the clinical trial is $ 6.9 million. To date the Company has incurred $ 3.3 million in expenses and provided over 1,700 reportable patient results in the Atrium Wake Forest system across 78 providers. As of June 30, 2023, the Company accrued for $ 1.1 million of expense related to the clinical trial agreement and amounts due to Wake Forest/Atrium Health under the clinical trial agreement totaled $ 3.3 million and $ 2.1 million was expensed during the year ended June 30, 2023. As of June 30, 2022, the Company accrued for $ 0.6 million of expense related to the clinical trial agreement and amounts due to Wake Forest/Atrium Health under the clinical trial agreement $ 1.2 million and $ 1.2 million was expensed during the year ended June 30, 2022. |
Shareholders' equity
Shareholders' equity | 12 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' equity | 12. Shareholders’ equity Ordinary shares As of June 30, 2023, the Company had 98,750,054 ordinary shares authorized on a fully diluted basis. Each share entitles the holder to one vote on all matters submitted to a vote of the Company’s shareholders. Ordinary shareholders are entitled to receive dividends as may be declared by the board of directors. From inception through June 30, 2023 , no cash dividends have been declared or paid. PIPE Funding On February 9, 2023, the Company entered into security purchase agreements to sell an aggregate of 3,699,910 Ordinary Shares at a price of £ 0.90 per Ordinary Share and 7,511,525 American Depositary Shares ("ADSs"), at a price of $ 2.17 per ADS. The private placement generated gross cash proceeds of $ 20.3 million, the net proceeds of which will be used for sales and marketing, clinical product development, and corporate support and financing costs. In prior fiscal year, on March 31, 2022, the Company entered into subscription agreements to sell an aggregate of 2,428,688 ordinary shares, including in the form of ADSs (the "PIPE Shares"), for a purchase price of $ 3.626 per ordinary share and an aggregate purchase price of $ 8.8 million. |
Share-based compensation
Share-based compensation | 12 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based compensation | 13. Share-based compensation Equity Incentive Plan In November 2018, Company established the Renalytix AI plc Share Option Plan (the “2018 Share Option Plan”) and a U.S. Sub-Plan and Non-Employee Sub-Plan. In July 2020, the Company's board of directors adopted and the Company's shareholders approved the 2020 Equity Incentive Plan (the “EIP”), which superseded the 2018 Share Option Plan. The equity incentive plan provides for the Company to grant options, restricted share awards and other share-based awards to employees, directors and consultants of the Company. As of June 30, 2023 , there were 14,246,664 shares available for future issuance under the EIP. The EIP is administered by the board of directors. The exercise prices, vesting and other restrictions are determined at their discretion, except that all options granted have exercise prices equal to the fair value of the underlying ordinary shares on the date of the grant and the term of stock option may not be greater than ten years from the grant date. With respect to the options granted as of June 30, 2023, 2,984,799 vest equally over twelve quarters following the grant date, 962,477 options which vest 25 % on the one year anniversary and equally over twelve quarters following the one year anniversary, 500,000 which vest 1/12 th immediately and the remainder equally over the remaining eleven quarters, 471,300 which vest 25 % on the one year anniversary, 50 % on the two year anniversary, 25 % on the three year anniversary, 40,000 which vest quarterly over two years and 10,000 which vest on the vesting commencement date. If options remain unexercised after the date one day before the tenth anniversary of grant, the options expire. On termination of employment, any options that remain unexercised are either forfeited immediately or after a delayed expiration period, depending on the circumstances of termination. Upon the exercise of awards, new ordinary shares are issued by the Company. The Company recorded share-based compensation expense in the following expense categories in the consolidated statements of operations for the years ended June 30, 2023 and 2022 (in thousands): Twelve Months Ended June 30, 2023 2022 Research and development $ 312 $ 345 General and administrative $ 2,612 4,276 Cost of revenue $ 12 — $ 2,936 $ 4,621 The fair value of options is estimated using the Black-Scholes option pricing model, which takes into account inputs such as the exercise price, the value of the underlying ordinary shares at the grant date, expected term, expected volatility, risk-free interest rate and dividend yield. The fair value of each grant of options during the years ended June 30, 2023 and 2022 were determined using the methods and assumptions discussed below. • The expected term of employee options is determined using the “simplified” method, as prescribed in SEC’s Staff Accounting Bulletin No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company’s lack of sufficient historical data. • The expected volatility is based on historical volatility of the publicly-traded common stock of a peer group of companies. • The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected term. • The expected dividend yield is none because the Company has not historically paid and does not expect for the foreseeable future to pay a dividend on its ordinary shares. For the years ended June 30, 2023 and 2022, the grant date fair value of all option grants was estimated at the time of grant using the Black-Scholes option-pricing model using the following weighted average assumptions: Twelve Months Ended June 30, 2023 2022 Expected term (in years) 6.1 5.6 Expected volatility 66.9 % 61.4 % Risk-free rate 3.2 % 1.3 % Dividend yield — % — % The weighted average fair value of the options granted during the years ended June 30, 2023 and 2022 was $ 1.19 and $ 6.60 per share, respectively. The following table summarizes the stock option granted to employees and non-employees for the year ended June 30, 2023: Number of Weighted- Weighted- Outstanding at June 30, 2022 4,599,899 $ 5.06 8.1 Granted 571,300 $ 1.91 Exercised — $ - Forfeited ( 202,623 ) $ 9.86 Outstanding at June 30, 2023 4,968,576 $ 4.50 6.7 Exercisable at June 30, 2023 4,008,293 $ 4.39 6.2 Vested and expected to vest at June 30, 2023 4,968,576 $ 4.50 6.7 As of June 30, 2023, there was $ 2.50 million in unrecognized compensation cost related to unvested options that will be recognized as expense over a weighted average period of 2.05 years. The aggregate intrinsic value of options outstanding and options exercisable at June 30, 2022 was nil , respectively. Employee Share Purchase Plan The Company’s 2020 Employee Share Purchase Plan (the “ESPP”) became effective on August 17, 2020. The ESPP authorizes the issuance of up to 850,000 shares of the Company’s common stock. The number of shares of the Company’s common stock that may be issued pursuant to rights granted under the ESPP shall automatically increase on January 1st of each year, commencing on January 1, 2021 and continuing for ten years , in an amount equal to the lesser of one percent of the total number of shares of the Company’s common stock outstanding on December 31st of the preceding calendar year, and 2,000,000 ordinary shares, subject to the discretion of the board of directors or renumeration committee to determine a lesser number of shares shall be added for such year. Under the ESPP, eligible employees can purchase the Company’s common stock through accumulated payroll deductions at such times as are established by the board of directors or renumeration committee. Eligible employees may purchase the Company’s common stock at 85 % of the lower of the fair market value of the Company’s common stock on the first day of the offering period or on the purchase date. Eligible employees may contribute up to 15 % of their eligible compensation. Under the ESPP, a participant may not purchase more than $ 25,000 worth of the Company’s common stock for each calendar year in which such rights is outstanding. During the years ended June 30, 2023 and 2022, 298,086 and 33,734 shares were purchased under the ESPP, respectively. In accordance with the guidance in ASC 718-50 – Compensation – Stock Compensation , the ability to purchase shares of the Company’s common stock at 85% of the lower of the price on the first day of the offering period or the last day of the offering period (i.e. the purchase date) represents an option and, therefore, the ESPP is a compensatory plan under this guidance. Accordingly, share-based compensation expense is determined based on the option’s grant-date fair value as estimated by applying the Black Scholes option-pricing model and is recognized over the withholding period. The Company recognized share-based compensation expense of $ 0.07 million and $ 0.07 million in general and administrative expense and $ 0.03 million and $ 0.04 million in research and development expense during the years ended June 30, 2023 and 2022, respectively, related to the ESPP. Restricted Stock Units Activity for restricted stock units for the year ended June 30, 2023 is as follows: Number of Weighted- Non-vested balance at June 30, 2022 — $ - Granted 135,000 $ 1.55 Vested ( 82,800 ) $ 1.44 Forfeited ( 11,860 ) $ 1.47 Non-vested balance at June 30, 2023 40,340 $ 1.72 The total fair value of restricted stock units vested during the year ended June 30, 2023 was $ 0.1 million. Restricted stock units vest upon the achievement of time-based service requirements. At June 30, 2023 , total unrecognized compensation expense related to non-vested restricted stock units was approximately $ 0.05 million. Unrecognized compensation expense relating to restricted stock units that are deemed probably of vesting is expected to be recognized over a weighted-average period of approximately 1.4 years. |
Income taxes
Income taxes | 12 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 14. Income taxes Loss from operations before income taxes was comprised of the following (in thousands): Twelve Months Ended June 30, 2023 2022 United Kingdom and other $ ( 712 ) $ ( 13,061 ) United States $ ( 44,894 ) ( 32,194 ) $ ( 45,606 ) $ ( 45,255 ) Due to the pretax losses reported in both the United Kingdom and United States for all periods since inception there is no income tax expense or benefit but for an immaterial amount of Ireland income tax expense for the period ended June 30, 2023. A reconciliation of income tax benefit from continuing operations as reflected in the financial statements is as follows: Twelve Months Ended June 30, 2023 2022 U.K tax benefit at statutory rate ( 20.5 ) % ( 19.0 ) % State taxes, net of federal benefit ( 10.4 ) ( 3.7 ) Permanent differences 0.9 1.4 Research and development — — Change in valuation allowance 31.2 24.1 Foreign rate differential ( 1.1 ) ( 2.6 ) Other ( 0.1 ) ( 0.1 ) Effective tax rate 0.0 % 0.1 % The principal components of the Company’s deferred tax assets and liabilities were as follows (in thousands): Twelve Months Ended June 30, 2023 2022 Deferred tax assets: Net operating losses $ 37,740 $ 27,201 Capitalized research and development costs 2,826 — Research and development licenses 2,814 3,150 Share-based compensation 1,327 1,025 Unrealized foreign exchange loss — — Deferred interest expense — — Accrued expenses 964 311 Mark-to-market securities 256 — Lease liabilities 55 — Other 73 4 Valuation allowances ( 45,602 ) ( 31,113 ) Total deferred tax assets 453 578 Deferred tax liabilities: Depreciation ( 386 ) ( 473 ) Mark-to-market securities — ( 89 ) Right-of-use assets ( 51 ) — Unrealized foreign exchange loss ( 16 ) ( 16 ) Total deferred tax liabilities ( 453 ) ( 578 ) Net deferred tax $ — $ — The Company does no t have unrecognized tax benefits as of June 30, 2023 and 2022. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company’s net operating loss carryforwards (“NOL”) for U.K., U.S. federal and U.S. state income tax purposes consisted of the following (in thousands): Twelve Months Ended June 30, 2023 2022 United Kingdom $ 26,569 $ 13,452 U.S. Federal 98,555 79,896 U.S. State and Local 177,306 120,146 The UK and federal net operating loss carryforwards have no expiration. The amount of UK annual profits that can be relieved by losses carried forward is limited to 50 %, in excess of a threshold amount of £ 5 million of profits. Under the Tax Cuts and Jobs Act of 2017 as modified by the Coronavirus Aid, Relief, and Economic Security (CARES) Act, or collectively, the Tax Acts, U.S. federal net operating losses incurred taxable years beginning after December 31, 2017 may be carried forward indefinitely, but the deductibility of such federal net operating losses may be limited to 80 % of taxable income in taxable years beginning after December 31, 2020. The federal NOL net operating loss amount will carry forward indefinitely. Certain state net operating loss carryforwards begin to expire in 2038. The Company recorded a valuation allowance on the deferred tax assets as of June 30, 2023 and 2022 because of the uncertainty of their realization. The valuation allowance increased by $ 14.5 million for the year ended June 30, 2023 and $ 10.1 million for the year ended June 30, 2022. Utilization of the net operating losses and general business tax credits carryforwards may be subject to a substantial limitation under Sections 382 and 383 of the Internal Revenue Code of 1986 as amended, if changes in ownership of the company have occur previously or occur in the future. Ownership changes may limit the amount of net operating losses and general business tax credits carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of 5-percent shareholders in the stock of a corporation by more than 50 percentage points over a three-year period. If the Company experiences a Section 382 ownership change, the tax benefits related to the NOL carry forwards may be further limited or lost. The Company may also experience ownership changes as a result of shifts in share ownership, some of which are outside its control. Therefore, as a result of ownership changes with respect to ordinary shares, the ability to use current net operating losses and other pre-change tax attributes to offset post-change taxable income or taxes could be subject to limitation. The Company has not undertaken a Section 382 study. For tax years beginning on or after January 1, 2022, the Tax Cuts and Jobs Act of 2017 ("TCJA") eliminates the option to currently deduct research and development expenses and requires taxpayers to capitalize and amortize them over five years for research activities performed in the United States and 15 years for research activities performed outside the United States pursuant to IRC Section 174. The Company files income tax returns in the United Kingdom, Ireland the U.S. federal jurisdiction and various state jurisdictions. The Company's 2018 through 2022 tax years remain subject to examination. C arryforward attributes from prior years may be adjusted upon examination by tax authorities if they are used in an open period. |
Related-party transactions
Related-party transactions | 12 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related-party transactions | 15. Related-party transactions EKF Diagnostic Holdings During the years ended June 30, 2023 and 2022, the Company incurred expenses of $ 0.1 million and $ 0.1 million, respectively, related to employees of EKF who provided services to Renalytix. Icahn School of Medicine at Mount Sinai In May 2018, the Company secured its cornerstone license agreement with ISMMS for research and clinical study work and intended commercialization by the Company (see Note 11). As part of the collaboration, ISMMS became a shareholder in the Company and has subsequently made equity investments both in the Company’s IPO on AIM in November 2018, the subsequent sale of ordinary shares in July 2019 and the Company’s IPO on Nasdaq in July 2020 and private placements in April 2022 and February 2023. As of June 30, 2023 and 2022, amounts due to ISMMS totaled $ 3.4 million and $ 2.6 million, respectively. During the years ended June 30, 2023 and 2022, the Company incurred expenses of $ 3.3 million and $ 3.1 million, respectively, related to its obligations under the ISMMS license agreement. In connection with the formation of Kantaro, the Company entered into a five-year Advisory Services Agreement (“Advisory Agreement”) pursuant to which the Company has agreed to provide certain advisory services to Kantaro. Pursuant to the Kantaro Operating Agreement, Kantaro issued 750 Class A Units to Mount Sinai in exchange for Mount Sinai granting licenses to Kantaro under certain intellectual property rights of Mount Sinai and 250 Class A Units to the Company as the sole consideration for the services to be rendered by the Company under the Advisory Agreement. A portion of the Company’s units are subject to forfeiture if, prior to December 31, 2021, Kantaro terminates the Advisory Agreement as a result of an uncured material breach of the Advisory Agreement or in the event the Company is acquired by a hospital or health system that serves all or any portion of the service areas served by Mount Sinai. The Company determined the fair value of the services to be provided under the Advisory Agreement was $ 2.0 million and the fair value of the Class A units received from Kantaro was $ 2.0 million. Fair value was determined using discounted cash flows which is a Level 3 measurement in the fair value hierarchy. The method requires several judgments and assumptions which include discount rates and future cash flows, among others. As a result of the prior year impairment charge discussed in Note 3, the carrying value of the Kantaro investment was written down to zero . A contributing factor to the impairment consideration for Kantaro was lower forecasted sales volume and consequently, a lower time commitment from Renalytix employees. Based on these circumstances, the Company adjusted the liability to perform services to Kantaro under the Advisory Agreement during the year ended June 30, 2021. On December 31, 2022, the members and managers of Kantaro decided that it was in the best interest of Kantaro to wind up the business and unanimously signed a termination agreement. As part of the termination agreement, the members agreed to wind up Kantaro's business and dissolve it reasonably promptly after the effective date of the termination agreement. Th e termination agreement relieved Renalytix of its obligation to provide services to Kantaro, and the total liability associated with the services was written off. For the twelve months ended June 30, 2023, the Company recognized $ 0.02 million in the statement of operations related to services performed under the Advisory Agreement. For the twelve months ended June 30, 2023 , $ 0.01 million of costs incurred related to the performance of the Advisory Agreement services were included within research and development and $ 0.01 million were included in general and administrative expense . For the twelve months ended June 30, 2022 , the Company recognized $ 0.1 million statements of operations related to services performed under the Advisory Agreement. For the twelve months ended June 30, 2022 , $ 0.05 million of costs incurred related to the performance of the Advisory Agreement services were included within research and development and $ 0.07 million were included within general and administrative expense. In addition to the equity granted at formation, in May 2020 the Company and Mount Sinai each committed to making a loan to Kantaro. Mount Sinai committed to lend an initial amount of $ 0.3 million and an additional $ 0.5 million thereafter. The Company committed to lend an initial amount of $ 0.08 million and an additional $ 0.17 million thereafter. Each loan bears interest at a per year rate equal to 0.25 %, compounded monthly, until repaid, and is repayable from the first amounts that would otherwise constitute cash available for distribution to the members of Kantaro (provided that each loan repayment will be made, 75 % to Mount Sinai and 25 % to the Company based on each investor’s proportionate ownership). The Company loaned Kantaro $ 0.25 million and initially recorded a note receivable. Upon liquidation of the joint venture, Kantaro paid Renalytix $ 0.2 million for repayment of the loan. Renalytix recognized income of $ 0.1 million in the statement of operations as the loan had a carrying value of approximately $ 0.075 million at the time of repayment. Private Placement On February 9, 2023, the Company entered into security purchase agreements to sell an aggregate of 3,699,910 Ordinary Shares, and 7,511,525 ADS, at a price of $ 2.17 per ADS and £ 0.90 per Ordinary Share. The private placement generated gross cash proceeds of $ 20.3 million, the net proceeds of which will be used for sales and marketing, clinical product development, and corporate support and financing costs. Certain related parties, directors of the Company and executive officers participated in the private placement. Mount Sinai subscribed for a total of 1,382,489 new American Depositary Shares at $ 2.17 per ADS. Christopher Mills, Non-Executive Chairman, and his related parties subscribed for a total of 346,375 Ordinary Shares at £ 0.90 per Ordinary Share. In the year ended June 30, 2022 , the Company also entered into a private placement agreement to sell, an aggregate of 2,428,688 shares of common stock (the “PIPE Shares”), for a purchase price of $ 3.625 per share and an aggregate purchase price of $ 8.8 million. Certain related parties, directors of the company and executive officers participated in the private placement. Mount Sinai subscribed for a total of 1,103,448 new ordinary shares at $ 3.625 per ordinary share. EKF Diagnostics Holdings, subscribed for a total of 137,930 new ordinary shares at $ 3.625 per ordinary share. Christopher Mills, Non-Executive Chairman, and his related parties subscribed for a total of 551,724 new ordinary shares at $ 3.625 per ordinary share. Timothy Scannell, Non-Executive Director, subscribed for a total of 68,964 new ordinary shares at $ 3.625 per ordinary share. Thomas McLain, President, subscribed for a total of 55,172 new ordinary shares at $ 3.625 per ordinary share. |
Net loss per ordinary share
Net loss per ordinary share | 12 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net loss per ordinary share | 16. Net loss per ordinary share Basic net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during each period. Diluted net loss per ordinary share includes the effect, if any, from the potential exercise or conversion of securities, such as options which would result in the issuance of incremental ordinary shares. Potentially dilutive securities outstanding as of June 30, 2023 have been excluded from the computation of diluted weighted average shares outstanding as they would be anti-dilutive. Therefore, the weighted average number of shares used to calculate both basic and diluted net loss per share are the same. For the fiscal year ended June 30, 2022, the diluted net loss per share calculation included the dilutive effect of convertible debt as well as the impact of the $ 3.9 million fair value gain related to the convertible debt, which further increase net loss used in the diluted loss per share calculation. The following is a reconciliation of basic net loss per share to diluted net loss per share for the fiscal years ended June 30, 2023 and 2022. Year ended June 30, 2023 2022 Basic earnings per share $ ( 0.55 ) $ ( 0.62 ) Average shares outstanding - basic 82,210,050 72,861,448 Convertible debt shares - 976,048 Adjusted average shares outstanding - diluted 82,210,050 73,837,496 Diluted earnings per share $ ( 0.55 ) $ ( 0.67 ) The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of ordinary shares outstanding as they would be anti-dilutive: Twelve Months Ended June 30, 2023 2022 Stock options to purchase ordinary shares 4,968,576 4,554,901 Restricted stock units 40,340 — Conversion of convertible note 5,441,198 — 10,450,114 4,554,901 |
Subsequent events
Subsequent events | 12 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent events | 17. Subsequent Events On July 17, 2023, the Company announced the repayment of $ 1.06 million of the Company's convertible bond through the issuance of 526,211 American Depositary Shares ("ADS"). 1,052,422 new ordinary shares of £ 0.0025 each in the capital of the Company (the "Ordinary Shares") were issued to settle the conversion of 526,211 ADSs, with each ADS representing two Ordinary Shares. After settlement of the repayment, the principal remaining under the convertible bond will be reduced by $ 1.06 million to $ 15.90 million. |
Basis of presentation and sum_2
Basis of presentation and summary of significant accounting policies (Policies) | 12 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Principles of consolidation | Principles of consolidation The consolidated financial statements include the accounts of Renalytix plc, and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation. The Company accounts for investments in which it has significant influence but not a controlling financial interest using the equity method of accounting. |
Use of estimates | Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Due to the uncertainty of factors surrounding the estimates or judgments used in the preparation of the consolidated financial statements, actual results may materially vary from these estimates. Estimates and assumptions are periodically reviewed, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Significant areas that require management’s estimate include the assumptions used in determining the fair value of share-based awards, determining the fair value of the bonds, recording the prepaid/accrual and associated expense for research and development activities performed for the Company by third parties and determining useful lives of property and equipment and capitalized software. |
Segment information | Segment information The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. The Company’s singular focus is to make significant improvements in kidney disease diagnosis and prognosis, clinical care, patient stratification for drug clinical trials, and drug target discovery. |
Foreign currency | Foreign currency The Company’s consolidated financial statements are presented in U.S. dollars, the reporting currency of the Company. The functional currency of Renalytix plc and Renalytix AI Limited is GB Pounds. The functional currency of Renalytix AI, Inc. is the U.S. dollar. Assets and liabilities of Renalytix plc and Renalytix AI Limited are translated at the rate of exchange at period-end, while the statements of operations are translated at the weighted average exchange rates in effect during the reporting period. The net effect of these translation adjustments is shown as a component of accumulated other comprehensive income (loss). Transaction gains and losses resulting from exchange rate changes on transactions denominated in currencies other than the functional currency are included in income in the period in which the change occurs and reported in the consolidated statements of operations and comprehensive loss. |
Concentrations of credit risk and major customers | Concentrations of credit risk and major customers Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable balances. Periodically, the Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company deposits its cash in financial institutions that it believes have high credit quality and are not exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships and has not experienced any losses on such accounts. The Company’s accounts receivable are derived from revenue earned from customers located in the U.S. For the year ended June 30, 2023 , approximately 70 % of all receivables related to KidneyIntelX testing revenue related to one customer, approximately 19 % of receivables were due from other party payors and approximately 11 % of receivables outstanding related to pharmaceutical services performed for one customer. For the year ended June 30, 2022, the Company's accounts receivable were derived from two customers which provided approximately 99 % of the Company's revenue, of which one customer made up 91 % of the Company's revenue. The Company performs initial and ongoing credit reviews on customers, which involve consideration of the customers’ financial information, their location, and other factors to assess the customers’ ability to pay and reserved for $ 0.1 million of receivables for the year ended June 30, 2023. |
Fair value of financial instruments | Fair value of financial instruments At June 30, 2023 and 2022 , the Company’s financial instruments included accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities. The carrying amounts of these assets and liabilities approximates fair value due to their short-term nature. The convertible notes are recorded at their estimated fair value. |
Fair value option | Fair value option Under the Fair Value Option Subsections of ASC subtopic 825-10, Financial Instruments – Overall , the Company has the irrevocable option to report most financial assets and financial liabilities at fair value on an instrument-by-instrument basis, with changes in fair value reported in earnings (see Note 5). The Company has elected to measure and record the convertible notes at their estimated fair value. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid investments purchased with an original maturity of 90 days or less to be cash equivalents. As of June 30, 2023 and 2022, the Company had a cash balance of $ 24.7 million and $ 41.3 million, respectively. |
Accounts receivable | Accounts receivable Accounts receivable are recorded at the invoice amount and are non-interest bearing. The Company considers receivables past due based on the contractual payment terms. The Company reserves specific receivables if collectability is no longer reasonably assured. Estimates for allowances for doubtful accounts are determined based on existing contractual obligations, historical payment patterns, and individual customer circumstances. The Company reserved for $ 0.1 million of receivables as of June 30, 2023 . No reserves were recorded as of June 30, 2022 . |
Property and equipment | Property and equipment Property and equipment are recorded at cost. Depreciation is determined using the straight-line method over the estimated useful lives ranging from three to ten years. Expenditures for maintenance and repairs are expensed as incurred while renewals and betterments are capitalized. When property and equipment are sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in operations. |
Performance of contract liability to affiliate | Performance of contract liability to affiliate In May 2020, the Company and the Icahn School of Medicine at Mount Sinai entered into an operating agreement (“Kantaro Operating Agreement”) to form a joint venture, Kantaro Biosciences LLC (“Kantaro”), for the purpose of developing and commercializing laboratory tests for the detection of antibodies against SARS-CoV-2 originally developed by Mount Sinai. Kantaro has a fiscal year ending December 31 st . Kantaro has partnered with Bio-Techne Corporation to develop and launch the new test which are designed for use in any authorized clinical testing laboratory without the need for proprietary equipment. On December 31, 2022, the members and managers of Kantaro decided that it was in the best interest of Kantaro to wind up the Kantaro business. As part of the termination agreement, the members agreed that Renalytix has no further liability to perform services on behalf of Kantaro. During the years ended June 30, 2023 and 2022, the Company recognized $ 0.01 million and $0 .1 million, respectively, related to the performance of the contract liability with Kantaro. This represents the allocation of costs for performing services on behalf of Kantaro. I |
Equity method investment | I nvestments VericiDx plc The Company accounts for its ownership of VericiDx securities at fair value in accordance with ASC 321, Investments-Equity Securities , with changes in fair value recorded in earnings as the fair value of VericiDx's ordinary shares is readily determinable via the London Stock Exchange. Based on closing stock price of VericiDx, the fair value of the investment in VericiDx was $ 1.5 million and $ 2.7 million at June 30, 2023 and 2022, respectively. During the year ended June 30, 2023 and 2022, the Company recorded a decrease in fair value of $ 1.3 million and $ 5.9 million, respectively, in the consolidated statements of operations and comprehensive loss. The Company owned 5.8 % of the ordinary shares of VericiDx at June 30, 2023 and 2022. Equity Method Investments Kantaro Biosciences LLC The Company accounts for equity investments where it owns a non-controlling interest, but has the ability to exercise significant influence, under the equity method of accounting. Under the equity method of accounting, the original cost of the investment is adjusted for the Company’s share of equity in the earnings of the equity investee and reduced by dividends and distributions of capital received, unless the fair value option is elected, in which case the investment balance is marked to fair value each reporting period and the impact of changes in fair value of the equity investment are reported in earnings. As the Company can exert significant influence over, but does not control, Kantaro’s operations through voting rights or representation on Kantaro’s board of directors, the Company accounts for this investment using the equity method of accounting. The Company records its share in Kantaro’s earnings and losses in the consolidated statement of operations. The Company assesses its investment for other-than-temporary impairment when events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable and recognize an impairment loss to adjust the investment to its then-current fair value. On December 31, 2022, the members and managers of Kantaro decided that it was in the best interest of Kantaro to wind up the business and unanimously signed a termination agreement. As part of the termination agreement, the members agreed to wind up Kantaro's business and dissolve it promptly after the effective date of the termination agreement. As of June 30, 2023, Kantaro's business was completely dissolved and the Company no longer held an equity interest in Kantaro. The Company owned 25 % of the membership equity units in Kantaro at June 30, 2022. |
Impairment assessment | Impairment assessment The Company evaluates its investments that are in unrealized loss positions, if any, and equity method investments for other-than-temporary impairment on a quarterly basis (see Note 5). Such evaluation involves a variety of considerations, including assessments of the risks and uncertainties associated with general economic conditions and distinct conditions affecting specific issuers or investees. Factors considered by the Company include (i) the length of time and the extent to which an investment’s fair value has been below its cost; (ii) the financial condition, credit worthiness, and near-term prospects of the issuer; (iii) the length of time to maturity; (iv) future economic conditions and market forecasts; (v) the Company’s intent and ability to retain its investment for a period of time sufficient to allow for recovery of market value; (vi) an assessment of whether it is more likely than not that the Company will be required to sell its investment before recovery of market value; and (vii) whether events or changes in circumstances indicate that the investment’s carrying amount might not be recoverable. |
Software development costs | Software development costs The Company follows the provisions of ASC 985, Software , which requires software development costs for software to marketed externally to be expensed as incurred until the establishment of technological feasibility, at which time those costs are capitalized until the software is available for general release and amortized over its estimated useful life of ten years . For the year ended June 30, 2023, there was no capitalization of research and development expenses related to software development to record. For the year ended June 30, 2022, the Company capitalized $ 0.1 million of research and development expenses related to software development. Technological feasibility is established upon the completion of a working model that has been validated. |
Revenue recognition | Revenue recognition Pursuant to ASC 606, Revenue from Contracts with Customers, the Company recognizes revenue when a customer obtains control of promised goods or services. The Company records the amount of revenue that reflects the consideration that it expects to receive in exchange for those goods or services. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that it will collect the consideration to which it is entitled in exchange for the goods or services that it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations it must deliver and which of these performance obligations are distinct. Certain contracts have options for the customer to acquire additional services. The Company evaluates these options to determine if a material right exists. If, after that evaluation, it determines a material right does exist, it assigns value to the material right based upon the renewal option approach. The Company recognizes as revenue the amount of the transaction price that is allocated to each performance obligation when that performance obligation is satisfied or as it is satisfied. The Company uses the present right to payment principle and customer acceptance as indicators to determine the transfer of control to the customer occurs at a point in time. Sales tax and other similar taxes are excluded from revenues. |
Cost of revenue | Cost of revenue Cost of revenue consists of costs directly attributable to the services rendered, including labor, rent, lab consumables, depreciation, amortization and sample collection costs directly related to revenue generating activities. |
Research and development expenses | Research and development expenses Research and development costs consist primarily of internal and external labor costs incurred in connection with the development of KidneyIntelX as well as expenses related to studies and clinical trials to further the clinical value, performance and utility of KidneyIntelX. Research and development costs are expensed as incurred. |
Share-based compensation | Share-based compensation The Company measures equity classified share-based awards granted to employees and nonemployees based on the estimated fair value on the date of grant and recognizes compensation expense of those awards over the requisite service period, which is the vesting period of the respective award. The Company accounts for forfeitures as they occur. For share-based awards with service-based vesting conditions, the Company recognizes compensation expense on a straight-line basis over the service period. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions, including the expected stock price volatility, the expected term of the option, the risk-free interest rate for a period that approximates the expected term of the option, and the Company’s expected dividend yield. The Company was a privately-held organization prior to November 2018 and has been a publicly-traded company for a limited period of time and therefore lacks company-specific historical and implied volatility information for its shares. Therefore, it estimates its expected share price volatility based on the historical volatility of publicly-traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is none based on the fact that the Company has never paid cash dividends on ordinary shares and does not expect to pay any cash dividends in the foreseeable future. The Company classifies share-based compensation expense in its consolidated statement of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. |
Income taxes | Income taxes Income taxes are accounted for under the asset and liability method as required by FASB ASC Topic 740, Income Taxes (ASC 740). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A reduction in the carrying value of the deferred tax assets is required when it is not more likely than not that such deferred tax assets are realizable. FASB ASC Subtopic 740-10, Accounting for Uncertainty of Income Taxes (ASC 740-10), defines the criterion an individual tax position must meet for any part of the benefit of the tax position to be recognized in financial statements prepared in conformity with U.S. GAAP. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not such tax position will be sustained on examination by the taxing authorities, based solely on the technical merits of the respective tax position. The tax benefits recognized in the financial statements from such a tax position should be measured based on the largest benefit having a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority. In accordance with disclosure requirements of ASC 740-10, the Company’s policy on income statement classification of interest and penalties related to income tax obligations is to include such items as part of income tax expense. |
Comprehensive loss | Comprehensive loss Comprehensive loss includes net loss as well as other changes in shareholders’ equity that result from transactions and economic events other than those with shareholders. For the periods presented, changes in shareholders’ equity includes foreign currency translation as well as changes in fair value of the convertible note due to changes in instrument specific credit risk. The change in instrument specific credit risk was calculated as the change in the risk yield from the convertible debt issuance date to the valuation date. The instrument specific credit risk at issuance date was calibrated such that the fair value of the convertible bond was equal to the issue price as of the issuance date. The risk yield was adjusted to reflect the change in credit spreads between the issuance date and the valuation date. |
Net loss per ordinary share | Net loss per ordinary share Basic net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during each period. Diluted net loss per ordinary share includes the effect, if any, from the potential exercise or conversion of securities, such as options and convertible debt which would result in the issuance of incremental ordinary shares. The dilutive effect of convertible securities is calculated using the if-converted method. Under the if-converted method, interest charges applicable to the convertible debt as well as nondiscretionary adjustments which include any expenses or charges that are determined based on the income (loss) for the period are added back to net income. The convertible debt is assumed to have been converted at the beginning of the period (or at time of issuance, if later). For the year ended June 30, 2023, under the if-converted method, the add back of nondiscretionary adjustments and inclusion of potentially converted shares would be anti-dilutive. |
Emerging growth company | Emerging growth company The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”). Under the JOBS Act, companies have extended transition periods available for complying with new or revised accounting standards. The Company has elected to avail itself of this exemption and, therefore, while the Company is an emerging growth company it will not be subject to new or revised accounting standards at the same time that they become applicable to other public emerging growth companies that have not elected to avail themselves of this exemption. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , in order to increase transparency and comparability among organizations by, among other provisions, recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous U.S. GAAP. For public companies, ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach and early adoption is permitted. In transition, entities may also elect a package of practical expedients that must be applied in its entirety to all leases commencing before the adoption date, unless the lease is modified, and permits entities to not reassess (a) the existence of a lease, (b) the lease classification or (c) the determination of initial direct costs, as of the adoption date, which effectively allows entities to carryforward accounting conclusions under previous U.S. GAAP. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements , which provides entities an optional transition method to apply the guidance under Topic 842 as of the adoption date, rather than as of the earliest period presented. In June 2020, the FASB issued ASU No 2020-05 that further delayed the effective date of Topic 842 to fiscal years beginning July 1, 2022, and interim periods within those years. The Company implemented ASU 2016-02 in the fiscal year beginning July 1, 2022 and recorded a right of use asset and lease liability on the balance sheet, but overall adoption of the new pronouncement did not have a material impact on the consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments , which requires measurement and recognition of expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This is different from the current guidance as this will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets. The new guidance will be effective for the Company on July 1, 2023. The Company plans to implement ASU 2016-13 in the fiscal year beginning July 1, 2023 and evaluated the impact of ASU 2016-13 and it is not expected to have a material impact on the consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ ASU 2020 - 06 ”). ASU 2020-06 eliminates two of the three models in ASC 470-20 that require issuers to separately account for embedded conversion features and eliminates some of the requirements for equity classification in ASC 815-40-25 for contracts in an entity’s own equity. The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and generally requires them to include the effect of potential share settlement for instruments that may be settled in cash or shares. It is effective for annual periods beginning after December 15, 2023, and interim periods therein. The Company evaluated the effect ASU 2020-06 and it is not expected to have a material impact on the consolidated financial statements. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summarizes the Changes in Deferred Revenue | The following table summarizes the changes in deferred revenue: (in thousands) June 30, 2023 June 30, 2022 Balance, beginning of period $ 46 $ 122 Deferral of revenue — 67 Revenue recognized ( 46 ) ( 143 ) Balance, end of period $ — $ 46 |
Fair value measurements and t_2
Fair value measurements and the fair value option (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Assets Measured on Recurring Basis | The following fair value hierarchy table presents information about the Company’s assets measured at fair value on a recurring basis: Fair value measurement at reporting date using (in thousands) (Level 1) (Level 2) (Level 3) June 30, 2023 Assets: Equity Securities $ 1,460 $ — $ — Liabilities: Convertible notes $ — $ — $ 11,948 June 30, 2022 Assets: Equity Securities $ 2,744 $ — $ — Liabilities: Convertible notes $ — $ — $ 12,342 |
Schedule of Changes in the fair value resulting from changes in the instrument-specific credit risk | Changes in the fair value resulting from changes in the instrument-specific credit risk will be presented separately in other comprehensive income. (in thousands) June 30, 2023 Balance at the beginning of the year $ 12,342 Change due to payment of principal and interest ( 4,287 ) Fair value adjustments 3,107 Change in credit risk ( 337 ) FX Impact 1,123 Balance at June 30, 2023 $ 11,948 |
Property and equipment, net a_2
Property and equipment, net and intangibles (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment | Property and equipment consists of (in thousands): (in thousands) June 30, 2023 June 30, 2022 Lab equipment $ 1,142 $ 1,143 Office equipment 124 124 Office furniture 35 35 Leasehold improvements 576 576 Total 1,877 1,878 Less accumulated depreciation ( 850 ) ( 509 ) $ 1,027 $ 1,369 |
Schedule of Intangible Assets | (in thousands) June 30, 2023 June 30, 2022 Software $ 1,526 $ 1,476 Total 1,526 1,476 Less accumulated amortization ( 476 ) ( 287 ) $ 1,050 $ 1,189 |
Schedule of Expected Amortization Expense for the Next Five Years and Thereafter | As of June 30, 2023, the expected amortization expense for the next five years and thereafter is as follows: (in thousands) 2024 $ 181 2025 181 2026 142 2027 125 2028 125 Thereafter 296 $ 1,050 |
Accrued expenses and other cu_2
Accrued expenses and other current liabilities (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of (in thousands): June 30, 2023 June 30, 2022 Consulting and professional fees $ 442 $ 551 Research and development 1,657 909 Payroll and related benefits 3,866 1,437 License and Royalty Expense 669 151 Other 10 12 $ 6,644 $ 3,060 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Lessee Disclosure [Abstract] | |
Schedule of Balance Sheets Classification of Leases | The following table shows the lease balance sheet classification of leases for the quarter ended June 30, 2023 (in thousands): (in thousands) June 30, 2023 Assets Operating lease right-of-use assets, net of accumulated amortization $ 159 Liabilities Current $ 130 Operating lease liabilities, current Non-current Operating lease liabilities, non-current $ 41 Total lease liabilities $ 171 |
Schedule of lease cost | The following table shows the lease costs for the year ended June 30, 2023 (in thousands): Lease costs (in thousands) Statement of operations classification June 30, 2023 Operating lease costs Operating expenses: research and development $ 129 Short term lease costs Operating expenses: research and development $ 59 Short term lease costs Operating expenses: general and administrative $ 132 Short term lease costs Cost of goods sold $ 368 Total lease costs $ 688 Other information June 30, 2023 Cash paid for amounts included in the measurement of lease liabilities (in thousands) $ 129 Remaining lease term - operating leases (in years) 1.4 Discount rate - operating leases 10 % |
Schedule of payments for noncancelable leases | The future minimum payments for noncancelable leases with terms in excess of one year as of June 30, 2023 are payable as follows (in thousands): (in thousands) 2024 $ 138 2025 46 2026 — Total minimum lease payments $ 184 Less amounts representing interest $ ( 13 ) Present value of lease liabilities $ 171 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Commitments and Contingencies | The future minimum payments for noncancelable leases with terms in excess of one year as of June 30, 2023 are payable as follows (in thousands): (in thousands) 2024 $ 138 2025 46 2026 — Total minimum lease payments $ 184 Less amounts representing interest $ ( 13 ) Present value of lease liabilities $ 171 |
Share-based compensation (Table
Share-based compensation (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Total Stock-Based Compensation Expenses | The Company recorded share-based compensation expense in the following expense categories in the consolidated statements of operations for the years ended June 30, 2023 and 2022 (in thousands): Twelve Months Ended June 30, 2023 2022 Research and development $ 312 $ 345 General and administrative $ 2,612 4,276 Cost of revenue $ 12 — $ 2,936 $ 4,621 |
Summary of Stock Option Pricing Model Assumption | For the years ended June 30, 2023 and 2022, the grant date fair value of all option grants was estimated at the time of grant using the Black-Scholes option-pricing model using the following weighted average assumptions: Twelve Months Ended June 30, 2023 2022 Expected term (in years) 6.1 5.6 Expected volatility 66.9 % 61.4 % Risk-free rate 3.2 % 1.3 % Dividend yield — % — % |
Summary of Option Activity | The following table summarizes the stock option granted to employees and non-employees for the year ended June 30, 2023: Number of Weighted- Weighted- Outstanding at June 30, 2022 4,599,899 $ 5.06 8.1 Granted 571,300 $ 1.91 Exercised — $ - Forfeited ( 202,623 ) $ 9.86 Outstanding at June 30, 2023 4,968,576 $ 4.50 6.7 Exercisable at June 30, 2023 4,008,293 $ 4.39 6.2 Vested and expected to vest at June 30, 2023 4,968,576 $ 4.50 6.7 |
Summary of Restricted Stock Units | Activity for restricted stock units for the year ended June 30, 2023 is as follows: Number of Weighted- Non-vested balance at June 30, 2022 — $ - Granted 135,000 $ 1.55 Vested ( 82,800 ) $ 1.44 Forfeited ( 11,860 ) $ 1.47 Non-vested balance at June 30, 2023 40,340 $ 1.72 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Summary of Operations Before Income Taxes | Loss from operations before income taxes was comprised of the following (in thousands): Twelve Months Ended June 30, 2023 2022 United Kingdom and other $ ( 712 ) $ ( 13,061 ) United States $ ( 44,894 ) ( 32,194 ) $ ( 45,606 ) $ ( 45,255 ) |
Summary of Income Tax Benefit From Continuing Operations As Reflected in the Financial Statement | A reconciliation of income tax benefit from continuing operations as reflected in the financial statements is as follows: Twelve Months Ended June 30, 2023 2022 U.K tax benefit at statutory rate ( 20.5 ) % ( 19.0 ) % State taxes, net of federal benefit ( 10.4 ) ( 3.7 ) Permanent differences 0.9 1.4 Research and development — — Change in valuation allowance 31.2 24.1 Foreign rate differential ( 1.1 ) ( 2.6 ) Other ( 0.1 ) ( 0.1 ) Effective tax rate 0.0 % 0.1 % |
Summary of Company's Deferred Tax Assets and Liabilities | The principal components of the Company’s deferred tax assets and liabilities were as follows (in thousands): Twelve Months Ended June 30, 2023 2022 Deferred tax assets: Net operating losses $ 37,740 $ 27,201 Capitalized research and development costs 2,826 — Research and development licenses 2,814 3,150 Share-based compensation 1,327 1,025 Unrealized foreign exchange loss — — Deferred interest expense — — Accrued expenses 964 311 Mark-to-market securities 256 — Lease liabilities 55 — Other 73 4 Valuation allowances ( 45,602 ) ( 31,113 ) Total deferred tax assets 453 578 Deferred tax liabilities: Depreciation ( 386 ) ( 473 ) Mark-to-market securities — ( 89 ) Right-of-use assets ( 51 ) — Unrealized foreign exchange loss ( 16 ) ( 16 ) Total deferred tax liabilities ( 453 ) ( 578 ) Net deferred tax $ — $ — |
Summary of Company's Net Operating Loss Carryforwards | The Company’s net operating loss carryforwards (“NOL”) for U.K., U.S. federal and U.S. state income tax purposes consisted of the following (in thousands): Twelve Months Ended June 30, 2023 2022 United Kingdom $ 26,569 $ 13,452 U.S. Federal 98,555 79,896 U.S. State and Local 177,306 120,146 |
Net loss per ordinary share (Ta
Net loss per ordinary share (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Basic Net Loss Per Share to Diluted Net Loss Per Share | The following is a reconciliation of basic net loss per share to diluted net loss per share for the fiscal years ended June 30, 2023 and 2022. Year ended June 30, 2023 2022 Basic earnings per share $ ( 0.55 ) $ ( 0.62 ) Average shares outstanding - basic 82,210,050 72,861,448 Convertible debt shares - 976,048 Adjusted average shares outstanding - diluted 82,210,050 73,837,496 Diluted earnings per share $ ( 0.55 ) $ ( 0.67 ) |
Schedule of Potentially Dilutive Securities | The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of ordinary shares outstanding as they would be anti-dilutive: Twelve Months Ended June 30, 2023 2022 Stock options to purchase ordinary shares 4,968,576 4,554,901 Restricted stock units 40,340 — Conversion of convertible note 5,441,198 — 10,450,114 4,554,901 |
Liquidity and Going Concern - A
Liquidity and Going Concern - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Going Concern [Line Items] | ||
Retained earnings surplus deficit | $ (178,325) | $ (132,718) |
Cash and cash equivalents | $ 24,682 | $ 41,333 |
Basis of presentation and sum_3
Basis of presentation and summary of significant accounting policies- Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Accounting Policies [Line Items] | ||
Cash current | $ 24,700 | $ 41,300 |
Cash equivalents current | 24,682 | 41,333 |
Accounts receivable reserves recorded amount | $ 100 | $ 0 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,450,114 | 4,554,901 |
Operating Lease, Right-of-Use Asset | $ 159 | $ 0 |
Operating Lease, Liability | $ 171 | |
Service [Member] | Sales Revenue Net [Member] | Customer Concentration Risk [Member] | ||
Accounting Policies [Line Items] | ||
Concentration risk, percentage | 99% | |
Kidney Intelx [Member] | Service [Member] | Sales Revenue Net [Member] | Customer Concentration Risk [Member] | ||
Accounting Policies [Line Items] | ||
Concentration risk, percentage | 70% | 91% |
Other Party Payors [Member] | Service [Member] | Sales Revenue Net [Member] | Customer Concentration Risk [Member] | ||
Accounting Policies [Line Items] | ||
Concentration risk, percentage | 19% | |
Pharmaceutical Services [Member] | Service [Member] | Sales Revenue Net [Member] | Customer Concentration Risk [Member] | ||
Accounting Policies [Line Items] | ||
Concentration risk, percentage | 11% | |
Kantaro Biosciences LLC [Member] | ||
Accounting Policies [Line Items] | ||
Performance of the contract liability | $ 10 | $ 100 |
Equity method investment ownership percentage | 25% | |
Verici Dx Limited [Member] | ||
Accounting Policies [Line Items] | ||
Equity method investments fair value disclosure | 1,500 | $ 2,700 |
Fair value adjustment of investments | $ 1,300 | $ 5,900 |
Percentage owned in the ordinary shares | 5.80% | 5.80% |
Software and Software Development Costs [Member] | ||
Accounting Policies [Line Items] | ||
Estimated useful life | 10 years | |
Research and development expense | $ 0 | $ 100 |
Share-based Payment Arrangement, Option [Member] | ||
Accounting Policies [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,968,576 | 4,554,901 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) $ in Millions | 12 Months Ended | |
Jun. 30, 2023 USD ($) Sample | Jun. 30, 2022 USD ($) | |
Revenue From Contract With Customer [Line Items] | ||
Potential revenue | $ 0.1 | |
Number of samples collected | Sample | 100 | |
Transferred at Point in Time [Member] | Testing Services Revenue [Member] | ||
Revenue From Contract With Customer [Line Items] | ||
Potential revenue | $ 3.1 | $ 2.7 |
Transferred at Point in Time [Member] | Pharmaceutical Services Revenue [Member] | ||
Revenue From Contract With Customer [Line Items] | ||
Potential revenue | 0.3 | 0.2 |
Transferred at Point in Time [Member] | Professional Services Revenue [Member] | ||
Revenue From Contract With Customer [Line Items] | ||
Potential revenue | $ 0 | $ 0 |
Revenue - Summarizes the Change
Revenue - Summarizes the Changes in Deferred Revenue (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue Recognition and Deferred Revenue [Abstract] | ||
Balance, beginning of period | $ 46 | $ 122 |
Deferral of revenue | 0 | 67 |
Revenue recognized | (46) | (143) |
Balance, end of period | $ 0 | $ 46 |
Fair value measurements and t_3
Fair value measurements and the fair value option - Schedule of Fair Value of Assets Measured on Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Level 1 [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Equity Securities | $ 1,460 | $ 2,744 |
Convertible notes | 0 | 0 |
Level 2 [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Equity Securities | 0 | 0 |
Convertible notes | 0 | 0 |
Level 3 [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Equity Securities | 0 | 0 |
Convertible notes | $ 11,948 | $ 12,342 |
Fair value measurements and t_4
Fair value measurements and the fair value option - Schedule of Changes in the fair value resulting from changes in the instrument-specific credit risk (Detail) $ in Thousands | 12 Months Ended |
Jun. 30, 2023 USD ($) | |
Fair Value Disclosures [Abstract] | |
Balance at the beginning of the year | $ 12,342 |
Change due to payment of principal and interest | (4,287) |
Fair value adjustments | 3,107 |
Change in credit risk | (337) |
FX Impact | 1,123 |
Balance at June 30, 2023 | $ 11,948 |
Fair value measurements and t_5
Fair value measurements and the fair value option - Additional Information (Detail) - Verici Dx Limited [Member] - USD ($) $ in Millions | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Owned share of VericiDx | 9,831,681 | |
Equity method investments fair value disclosure | $ 1.5 | $ 2.7 |
Property and equipment, net a_3
Property and equipment, net and intangibles - Schedule of Property Plant and Equipment (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,877 | $ 1,878 |
Less accumulated depreciation | (850) | (509) |
Property, plant and equipment, net | 1,027 | 1,369 |
Lab equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,142 | 1,143 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 124 | 124 |
Office Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 35 | 35 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 576 | $ 576 |
Property and equipment, net a_4
Property and equipment, net and intangibles - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Software | $ 1,526 | $ 1,476 |
Total | 1,526 | 1,476 |
Less accumulated amortization | (476) | (287) |
Intangible assets, net | $ 1,050 | $ 1,189 |
Property and equipment, net a_5
Property and equipment, net and intangibles - Schedule of Expected Amortization Expense for the Next Five Years and Thereafter (Detail) $ in Thousands | Jun. 30, 2023 USD ($) |
Property, Plant and Equipment [Abstract] | |
2024 | $ 181 |
2025 | 181 |
2026 | 142 |
2027 | 125 |
2028 | 125 |
Thereafter | 296 |
Amortization expense | $ 1,050 |
Property and equipment, net a_6
Property and equipment, net and intangibles - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Depreciation Expense | $ 0.3 | $ 0.3 |
Unamortized costs of software development and purchased software | 1.1 | 1.2 |
Amortization expense related to Capitalized software costs | $ 0.2 | $ 0.2 |
Accrued expenses and other cu_3
Accrued expenses and other current liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Consulting and professional fees | $ 442 | $ 551 |
Research and development | 1,657 | 909 |
Payroll and related benefits | 3,866 | 1,437 |
License and Royalty Expense | 669 | 151 |
Other | 10 | 12 |
Accrued expenses and other current liabilities | $ 6,644 | $ 3,060 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Millions | Jun. 30, 2023 | Apr. 07, 2022 | Apr. 05, 2022 |
Debt Instrument [Line Items] | |||
Debt instrument face value | $ 11.9 | $ 16.9 | $ 21.2 |
Convertible Notes - Additional
Convertible Notes - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||
Apr. 07, 2022 | Apr. 05, 2022 | Apr. 30, 2023 | Jan. 31, 2023 | Oct. 31, 2022 | Jul. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Apr. 07, 2023 | Mar. 31, 2023 | Feb. 09, 2023 | |
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Face Amount | $ 16,900 | $ 21,200 | $ 11,900 | ||||||||
Senior convertible bond par value percentage | 85% | ||||||||||
Conversion price per share | $ 7.25 | $ 7.7924 | $ 6.8757 | $ 8.2508 | |||||||
Convertible bonds, Conversion price percentage | 20% | ||||||||||
Reset down term one | 12 months | ||||||||||
Reset down term two | 24 months | ||||||||||
Reset down term three | 36 months | ||||||||||
Repayment of deferred amortization percentage | 100% | ||||||||||
Amount of Cash Amortization Payment | $ 1,400 | $ 1,400 | $ 1,400 | ||||||||
Principal of Amount of Cash Amortization | 1,100 | 1,100 | 1,100 | ||||||||
Amount of Cash Amortization, Interest Payment | $ 300 | $ 300 | $ 300 | ||||||||
Principal Amount Outstanding of Cash Amortization | 18,000 | ||||||||||
Debt Instrument, Periodic Payment, Interest | $ 300 | ||||||||||
Proceeds from Notes Payable | 18,000 | ||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 5.50% | ||||||||||
Debt issuance costs | $ 1,400 | ||||||||||
Fair value adjustment to convertible Debt | 3,107 | $ (3,998) | |||||||||
American depository shares member | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Conversion price per share | $ 8.7 | ||||||||||
Instrument Specific Credit Risk [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Fair value adjustment to convertible Debt | 300 | 500 | |||||||||
Non Instrument Specific Credit Risk [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Fair value adjustment to convertible Debt | $ 3,100 | $ 4,000 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Line of Credit Facility [Line Items] | ||
Incremental borrowing rate of average commercial real estate loans | 10% | |
Rent expense | $ 0.7 | $ 0.7 |
Lab Space, Salt Lake City, UT [Member] | ||
Line of Credit Facility [Line Items] | ||
Lease term | 5 years | |
Lease expiration date | Oct. 31, 2024 | |
Lab Space, New York City, NY [Member] | ||
Line of Credit Facility [Line Items] | ||
Lease term | 3 months | |
Lab Space, St. Petersburg, FL [Member] | ||
Line of Credit Facility [Line Items] | ||
Lease term | 1 year | |
Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Lease term | 12 months |
Leases - Schedule of balance sh
Leases - Schedule of balance sheets classification of leases (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Lessee Disclosure [Abstract] | ||
Operating lease right-of-use assets, net of accumulated amortization | $ 159 | $ 0 |
Operating lease liabilities, current | $ 130 | 0 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Liabilities, Current | |
Operating lease liabilities, non-current | $ 41 | $ 0 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Operating lease liabilities, non-current | |
Total lease liabilities | $ 171 |
Leases - Schedule of lease cost
Leases - Schedule of lease cost (Detail) $ in Thousands | 12 Months Ended |
Jun. 30, 2023 USD ($) | |
Lessee, Lease, Description [Line Items] | |
Short-term lease cost | $ 368 |
Total lease costs | 688 |
Cash paid for amounts included in the measurement of lease liabilities | $ 129 |
Remaining lease term - operating leases | 1 year 4 months 24 days |
Discount rate - operating leases | 10% |
Research and Development [Member] | |
Lessee, Lease, Description [Line Items] | |
Operating lease cost | $ 129 |
Short-term lease cost | 59 |
General and Administrative [Member] | |
Lessee, Lease, Description [Line Items] | |
Short-term lease cost | $ 132 |
Leases - Schedule of payments f
Leases - Schedule of payments for noncancelable leases (Detail) $ in Thousands | Jun. 30, 2023 USD ($) |
Lessee Disclosure [Abstract] | |
2024 | $ 138 |
2025 | 46 |
2026 | 0 |
Total minimum lease payments | 184 |
Less amounts representing interest | (13) |
Present value of lease liabilities | $ 171 |
Commitments and contingencies -
Commitments and contingencies - Additional Information (Detail) - SafeHarborPlan [Member] - USD ($) $ in Millions | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Defined benefit contribution percentage | 5% | |
Defined benefit contribution amount | $ 0.4 | $ 0.4 |
License and services agreemen_2
License and services agreements - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disclosure Of License Agreements [Line Items] | |||
Revenue | $ 3,403 | $ 2,970 | |
Research and development expenses | $ 14,298 | 14,648 | |
Joslin License [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Royalty as a percentage of net sales | 5% | ||
Date of expiry of license agreement | Jul. 31, 2025 | ||
License agreement period of extension | 5 years | ||
License agreement period of notice to be given for termination of agreement | 180 days | ||
Accrued Royalties | $ 300 | ||
Clinical Trial Agreement [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Related party transaction, amount due to related party | $ 3,300 | ||
Milestone Three [Member] | Joslin License [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Percentage of obligation on sublicense consideration received | 25% | ||
Milestone One [Member] | Joslin License [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Milestone payment payable | $ 300 | ||
Milestone One [Member] | Licensed Products [Member] | Joslin License [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Revenue | 2,000 | ||
Milestone Two [Member] | Joslin License [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Milestone payment payable | 1,000 | ||
Milestone Two [Member] | Licensed Products [Member] | Joslin License [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Revenue | 10,000 | ||
First Sales Milestone [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Accrued Royalties | 300 | ||
Mount Sinai [Member] | ISSMS And SRA [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Research and development expenses | 2,600 | 1,400 | |
Mount Sinai [Member] | Milestone One [Member] | ISSMS And SRA [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Milestone payment payable | 1,500 | ||
Mount Sinai [Member] | Milestone Two [Member] | ISSMS And SRA [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Milestone payment payable | $ 7,500 | ||
Mount Sinai [Member] | Maximum [Member] | ISSMS And SRA [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Royalty as a percentage of net sales | 5% | ||
Expiration period from first commercial sale of product | 12 years | ||
Mount Sinai [Member] | Maximum [Member] | Milestone Three [Member] | ISSMS And SRA [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Percentage of obligation on sublicense consideration received | 25% | ||
Mount Sinai [Member] | Minimum [Member] | ISSMS And SRA [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Royalty as a percentage of net sales | 4% | ||
Mount Sinai [Member] | Minimum [Member] | Milestone Three [Member] | ISSMS And SRA [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Percentage of obligation on sublicense consideration received | 15% | ||
Kidney Intelx [Member] | Milestone One [Member] | ISSMS And SRA [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Revenue | $ 50,000 | ||
Kidney Intelx [Member] | Milestone Two [Member] | ISSMS And SRA [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Revenue | 300,000 | ||
Mount Sinai Clinical Trial Agreement [Member] | ISMMS [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Estimated budget cost for the agreement | $ 3,200 | ||
Related party transaction, amount due to related party | 800 | 400 | |
Expense related to the agreement | 500 | 600 | |
Wake Forest/Atrium Health [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Estimated budget cost for the agreement | 6,900 | ||
Expense related to the agreement | 3,300 | ||
Wake Forest/Atrium Health [Member] | Clinical Trial Agreement [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Accrued Royalties | 1,100 | 600 | |
Related party transaction, amount due to related party | 1,200 | ||
Expense related to the agreement | $ 2,100 | $ 1,200 |
Shareholders' equity - Addition
Shareholders' equity - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | |||||
Feb. 09, 2023 USD ($) | Mar. 31, 2022 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Jun. 30, 2023 £ / shares shares | Feb. 09, 2023 £ / shares shares | Feb. 09, 2023 $ / shares shares | Jun. 30, 2022 £ / shares shares | |
Class of Stock [Line Items] | |||||||
Common stock shares authorized | 98,750,054 | 98,750,054 | |||||
Cash dividends | $ | $ 0 | ||||||
Common stock shares issued | 2,428,688 | 93,781,478 | 74,760,432 | ||||
Common stock par or stated value per share | (per share) | $ 3.626 | £ 0.0025 | £ 0.0025 | ||||
Gross Cash Proceeds | $ | $ 20,300,000 | ||||||
Payments for Repurchase of Common Stock | $ | $ 8,800,000 | ||||||
American Depository Shares | |||||||
Class of Stock [Line Items] | |||||||
Common stock shares issued | 7,511,525 | 7,511,525 | |||||
Common stock par or stated value per share | $ / shares | $ 2.17 | ||||||
Ordinary Shares | |||||||
Class of Stock [Line Items] | |||||||
Common stock shares issued | 3,699,910 | 3,699,910 | |||||
Common stock par or stated value per share | £ / shares | £ 0.9 |
Share-based compensation - Addi
Share-based compensation - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share based compensation weighted average fair value of the options granted | $ 1.91 | |
Share-based compensation expense | $ 2,936,000 | $ 4,621,000 |
General and Administrative [Member] | ||
Share-based compensation expense | 2,612,000 | 4,276,000 |
Research and Development [Member] | ||
Share-based compensation expense | $ 312,000 | $ 345,000 |
Restricted Stock Units [Member] | ||
Unrecognized compensation expense related to stock options weighted average period | 1 year 4 months 24 days | |
The total fair value of restricted stock units and performance stock units vested | $ 100,000 | |
Total unrecognized compensation expense related to non-vested restricted stock units | $ 50,000 | |
Renalytix AI plc Share Option Plan [Member] | ||
Share based Compensation options vested | 2,984,799 | |
Share based compensation weighted average fair value of the options granted | $ 1.19 | $ 6.6 |
Unrecognized compensation expense related to stock options | $ 2,500,000 | |
Unrecognized compensation expense related to stock options weighted average period | 2 years 18 days | |
Share based compensation weighted aggregate intrinsic value of the options outstanding | $ 0 | |
Equity Incentive Plan [Member] | ||
Common stock reserved for future issuance | 14,246,664 | |
Equity Incentive Plan [Member] | Restricted Stock [Member] | ||
Share based Compensation options granted | 962,477 | |
Share based Compensation options granted percentage | 25% | |
Share based Payment terms of award description | With respect to the options granted as of June 30, 2023, 2,984,799 vest equally over twelve quarters following the grant date, 962,477 options which vest 25% on the one year anniversary and equally over twelve quarters following the one year anniversary, | |
Equity Incentive Plan [Member] | Restricted Stock [Member] | 1/12th on the one year anniversary [Member] | ||
Share based Compensation options granted | 500,000 | |
Equity Incentive Plan [Member] | Restricted Stock [Member] | 1/12th [Member] | ||
Share based Compensation options granted percentage | 0.08% | |
Share based Payment terms of award description | 500,000 which vest 1/12th immediately and the remainder equally over the remaining eleven quarters, 471,300 which vest 25% on the one year anniversary, 50% on the two year anniversary, 25% on the three year anniversary, 40,000 which vest quarterly over two years and 10,000 which vest on the vesting commencement date. | |
Equity Incentive Plan [Member] | Restricted Stock [Member] | Twenty Five Percent Vest On The One Year Anniversary [Member] | ||
Share based Compensation options granted percentage | 25% | |
Equity Incentive Plan [Member] | Restricted Stock [Member] | Twenty Five Percent Vest On First And Third Year Anniversary And Fifty Percent Vest On Second Year Anniversary [Member] | ||
Share based Compensation options granted | 471,300 | |
Equity Incentive Plan [Member] | Restricted Stock [Member] | Fifty Percent Vest On Second Year Anniversary [Member] | ||
Share based Compensation options granted percentage | 50% | |
Equity Incentive Plan [Member] | Restricted Stock [Member] | Twenty Five Percent Vest On The Third Year Anniversary [Member] | ||
Share based Compensation options granted percentage | 25% | |
Equity Incentive Plan [Member] | Restricted Stock [Member] | Vested Quarterly Over Two Years [Member] | ||
Share based Compensation options granted | 40,000 | |
Equity Incentive Plan [Member] | Restricted Stock [Member] | Vested On Vesting Commencement Date [Member] | ||
Share based Compensation options granted | 10,000 | |
Employee Share Purchase Plan Member [Member] | ||
Share based compensation,number of shares authorized for issuance | 850,000 | |
Share based compensation,purchase price of common stock at lower of the fair market value on the first day of offering period or purchase date percent | 85% | |
Share based compensation,Employees may contribute upto their eligible compensation for purchase of common stock ,Percentage | 15% | |
Share Based Compensation Arrangement By Share Based Payment Award Maximum Number Of Shares Per Employees To Be Purchased Value | $ 25,000 | |
Share based compensation, number of shares purchased | 298,086 | 33,734 |
Employee Share Purchase Plan Member [Member] | General and Administrative [Member] | ||
Share-based compensation expense | $ 70,000 | $ 70,000 |
Employee Share Purchase Plan Member [Member] | Research and Development [Member] | ||
Share-based compensation expense | $ 30,000 | $ 40,000 |
Employee Share Purchase Plan Member [Member] | Maximum [Member] | ||
Share based compensation,increase in number of shares for a period | 10 years | |
Employee Share Purchase Plan Member [Member] | Minimum [Member] | ||
Increase in number of shares percentage of the total number of shares common stock outstanding during preceding calendar year End | 1% | |
Share based compensation,Minimum number of shares to be added for each preceding calendar year end | 2,000,000 |
Share-based compensation - Summ
Share-based compensation - Summary of Total Stock-based Compensation Expenses (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 2,936 | $ 4,621 |
Research and Development [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | 312 | 345 |
General and Administrative [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | 2,612 | 4,276 |
Cost of Revenue [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 12 | $ 0 |
Share-based compensation - Su_2
Share-based compensation - Summary of Stock Option Pricing Model Assumption (Detail) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 1 month 6 days | 5 years 7 months 6 days |
Expected volatility | 66.90% | 61.40% |
Risk-free rate | 3.20% | 1.30% |
Dividend yield | 0% | 0% |
Share-based compensation - Su_3
Share-based compensation - Summary of Option Activity (Detail) - $ / shares | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of shares under option plan, Beginning balance | 4,599,899 | |
Number of shares under option plan, Granted | 571,300 | |
Number of shares under option plan, Exercised | 0 | |
Number of shares under option plan, Forfeited | (202,623) | |
Number of shares under option plan, Ending balance | 4,968,576 | 4,599,899 |
Number of shares under option plan, Exercisable at June 30, 2022 | 4,008,293 | |
Number of shares under option plan, Vested and expected to vest at June 30,2022 | 4,968,576 | |
Weighted-average exercise price per option, Beginning balance | $ 5.06 | |
Weighted-average exercise price per option, Granted | 1.91 | |
Weighted-average exercise price per option, Exercised | 0 | |
Weighted-average exercise price per option, Forfeited | 9.86 | |
Weighted-average exercise price per option, Ending balance | 4.5 | $ 5.06 |
Weighted-average exercise price per option, Exercisable at June 30, 2022 | 4.39 | |
Weighted- average exercise price per option Vested and expected to vest at June 30, 2022 | $ 4.5 | |
Weighted- Average Remaining Contractual Life (years) | 6 years 8 months 12 days | 8 years 1 month 6 days |
Weighted- average remaining contractual life Exercisable at June 30, 2022 | 6 years 2 months 12 days | |
Weighted- average remaining contractual life Vested and expected to vest at June 30, 2022 | 6 years 8 months 12 days |
Share-based compensation - Su_4
Share-based compensation - Summary of Restricted Stock Units (Detail) - Restricted Stock Units [Member] | 12 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Number of restricted stock units, Beginning Blance | shares | 0 |
Number of restricted stock units, Granted | shares | 135,000 |
Number of restricted stock units, Vested | shares | (82,800) |
Number of restricted stock units, Forfeited | shares | (11,860) |
Number of restricted stock units, Ending balnce | shares | 40,340 |
Weighted-average Grant Date Fair Value | |
Weighted-average grant date fair value, Beginning balance | $ / shares | $ 0 |
Weighted-average grant date fair value, Granted | $ / shares | 1.55 |
Weighted-average grant date fair value, Vested | $ / shares | 1.44 |
Weighted-average grant date fair value, Forfeited | $ / shares | 1.47 |
Weighted-average grant date fair value, Ending Balance | $ / shares | $ 1.72 |
Income taxes - Summary of Opera
Income taxes - Summary of Operations Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||
United Kingdom and other | $ (712) | $ (13,061) |
United States | (44,894) | (32,194) |
Total | $ (45,606) | $ (45,255) |
Income taxes - Additional Infor
Income taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Line Items] | ||
Unrecognised tax benefits | $ 0 | $ 0 |
Deferred tax assets increase decrease in valuation allowance | $ 14,500,000 | $ 10,100,000 |
Net operating loss description | In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of 5-percent shareholders in the stock of a corporation by more than 50 percentage points over a three-year period. | |
Research and development expenses amortization period | 5 years | |
Threshold percentage set off of annual profits by operating loss carry forward | 80% | |
United Kingdom | ||
Income Tax Disclosure [Line Items] | ||
Research and development expenses amortization period | 15 years | |
Threshold percentage set off of annual profits by operating loss carry forward | 50% | |
Threshold operating loss carry forward can be set off | $ 5,000,000 | |
State and Local Jurisdiction [Member] | ||
Income Tax Disclosure [Line Items] | ||
Operating carry forwards description of the expiry period | Certain state net operating loss carryforwards begin to expire in 2038. | Certain state net operating loss carryforwards begin to expire in 2038. |
Domestic And Foreign [Member] | ||
Income Tax Disclosure [Line Items] | ||
Operating carry forwards description of the expiry period | The UK and federal net operating loss carryforwards have no expiration. | The UK and federal net operating loss carryforwards have no expiration. |
Income taxes - Summary of Incom
Income taxes - Summary of Income Tax Benefit From Continuing Operations As Reflected in the Financial Statement (Detail) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||
U.K. tax benefit at statutory rate | (20.50%) | (19.00%) |
State taxes, net of federal benefit | (10.40%) | (3.70%) |
Permanent differences | 0.90% | 1.40% |
Research and development | 0% | 0% |
Change in valuation allowance | 31.20% | 24.10% |
Foreign rate differential | (1.10%) | (2.60%) |
Other | (0.10%) | (0.10%) |
Effective tax rate | 0% | 0.10% |
Income taxes - Summary of Compa
Income taxes - Summary of Company's Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Deferred tax assets: | ||
Net operating losses | $ 37,740 | $ 27,201 |
Capitalized research and development costs | 2,826 | 0 |
Research and development licenses | 2,814 | 3,150 |
Share-based compensation | 1,327 | 1,025 |
Unrealized foreign exchange loss | 0 | 0 |
Deferred interest expense | 0 | 0 |
Accrued expenses | 964 | 311 |
Mark-to-market securities | 256 | 0 |
Lease liabilities | 55 | 0 |
Other | 73 | 4 |
Valuation allowances | (45,602) | (31,113) |
Total deferred tax assets | 453 | 578 |
Deferred tax liabilities: | ||
Depreciation | (386) | (473) |
Mark-to-market securities | 0 | (89) |
Right-of-use assets | (51) | 0 |
Unrealized foreign exchange loss | (16) | (16) |
Total deferred tax liabilities | (453) | (578) |
Net deferred tax | $ 0 | $ 0 |
Income taxes - Summary of Com_2
Income taxes - Summary of Company's Net Operating Loss Carryforwards (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
United Kingdom | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 26,569 | $ 13,452 |
U.S. Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 98,555 | 79,896 |
U.S. State and Local [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 177,306 | $ 120,146 |
Related-party transactions - Ad
Related-party transactions - Additional Information (Detail) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||
Feb. 09, 2023 USD ($) | Mar. 31, 2022 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 £ / shares | Jun. 30, 2023 USD ($) shares | Feb. 09, 2023 £ / shares shares | Feb. 09, 2023 $ / shares shares | Jun. 30, 2022 £ / shares | Jun. 30, 2022 USD ($) $ / shares shares | |
Related Party Transaction [Line Items] | ||||||||||
Equity method investment net income loss | $ (9) | $ 9 | ||||||||
Carrying value of investment written down | 0 | |||||||||
Income from loan prior to repayment | 100 | |||||||||
Costs incurred related to the performance of the services | $ 2,683 | 2,096 | ||||||||
Loans and Leases Receivable | $ 75 | |||||||||
Common stock shares issued | shares | 2,428,688 | 93,781,478 | 74,760,432 | |||||||
Common stock par or stated value per share | (per share) | $ 3.626 | £ 0.0025 | £ 0.0025 | |||||||
Gross Cash Proceeds | $ 20,300 | |||||||||
Payments for Repurchase of Common Stock | $ 8,800 | |||||||||
Common Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock shares issued | shares | 2,428,688 | |||||||||
Common stock par or stated value per share | $ / shares | $ 3.625 | |||||||||
Payments for Repurchase of Common Stock | 8,800 | |||||||||
Ordinary Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock shares issued | shares | 3,699,910 | 3,699,910 | ||||||||
Common stock par or stated value per share | £ / shares | £ 0.9 | |||||||||
American Depositary Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock shares issued | shares | 7,511,525 | 7,511,525 | ||||||||
Common stock par or stated value per share | $ / shares | $ 2.17 | |||||||||
Mount Sinai [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
ordinary shares subscribed | shares | 1,382,489 | 1,382,489 | ||||||||
Mount Sinai [Member] | Ordinary Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock par or stated value per share | $ / shares | $ 3.625 | |||||||||
ordinary shares subscribed | shares | 1,103,448 | |||||||||
Mount Sinai [Member] | American Depositary Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock par or stated value per share | $ / shares | $ 2.17 | |||||||||
Capital Unit, Class A [Member] | Mount Sinai [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Equity method investment shares | shares | 750 | |||||||||
Advisory Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Period of service agreement with related party | 5 years | |||||||||
Advisory Agreement [Member] | Valuation Technique, Discounted Cash Flow [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Amount due to related party | $ 2,000 | |||||||||
Advisory Agreement [Member] | Capital Unit, Class A [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Equity method investment shares | shares | 250 | |||||||||
Advisory Agreement [Member] | Capital Unit, Class A [Member] | Valuation Technique, Discounted Cash Flow [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Equity method investments at fair value | $ 2,000 | |||||||||
Kantaro Bio Sciences LLC [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Loan commitment to related party | $ 80 | |||||||||
Equity method investment ownership percentage | 25% | |||||||||
Payment towards advances to related parties | $ 250 | |||||||||
Repayment of loan | $ 200 | |||||||||
Kantaro Bio Sciences LLC [Member] | Compounded Monthly [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction interest rate | 0.25% | |||||||||
Kantaro Bio Sciences LLC [Member] | Mount Sinai [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Loan commitment to related party | $ 300 | |||||||||
Additional loan commitment to related party | $ 500 | |||||||||
Equity method investment ownership percentage | 75% | |||||||||
Kantaro Bio Sciences LLC [Member] | Advisory Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Recognised amount for services performed under agreement | $ 20 | 100 | ||||||||
Kantaro Bio Sciences LLC [Member] | Commitment To Lend Additional Amount [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Additional loan commitment to related party | $ 170 | |||||||||
Research and Development [Member] | Kantaro Bio Sciences LLC [Member] | Advisory Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Costs incurred related to the performance of the services | 10 | 50 | ||||||||
General and Administrative [Member] | Kantaro Bio Sciences LLC [Member] | Advisory Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Costs incurred related to the performance of the services | 10 | 70 | ||||||||
Ekf Diagnostics [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction expenses | 100 | 100 | ||||||||
Ekf Diagnostics [Member] | Ordinary Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock par or stated value per share | $ / shares | $ 3.625 | |||||||||
ordinary shares subscribed | shares | 137,930 | |||||||||
Icahn School Of Medicine At Mount Shenai [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction expenses | $ 3,300 | $ 3,100 | ||||||||
Amount due to related party | $ 3,400 | $ 2,600 | ||||||||
Christopher Mills [Member] | Ordinary Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock par or stated value per share | $ / shares | $ 0.9 | $ 3.625 | ||||||||
ordinary shares subscribed | shares | 346,375 | 346,375 | 551,724 | |||||||
Timothy Scannell [Member] | Ordinary Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock par or stated value per share | $ / shares | $ 3.625 | |||||||||
ordinary shares subscribed | shares | 68,964 | |||||||||
Thomas McLain [Member] | Ordinary Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock par or stated value per share | $ / shares | $ 3.625 | |||||||||
ordinary shares subscribed | shares | 55,172 |
Net loss per ordinary share - R
Net loss per ordinary share - Reconciliation of Basic Net Loss Per Share to Diluted Net Loss Per Share (Details) - $ / shares | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||
Basic earnings per share | $ (0.55) | $ (0.62) |
Average shares outstanding - basic | 82,210,050 | 72,861,448 |
Convertible debt shares | 0 | 976,048 |
Adjusted average shares outstanding - diluted | 82,210,050 | 73,837,496 |
Diluted earnings per share | $ (0.55) | $ (0.67) |
Net loss per ordinary share - S
Net loss per ordinary share - Schedule of Potentially Dilutive Securities (Details) - shares | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of earnings per share | 10,450,114 | 4,554,901 |
Stock options to purchase ordinary shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of earnings per share | 4,968,576 | 4,554,901 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of earnings per share | 40,340 | 0 |
Conversion of convertible note | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of earnings per share | 5,441,198 | 0 |
Net loss per ordinary share - A
Net loss per ordinary share - Additional Information (Detail) $ in Millions | 12 Months Ended |
Jun. 30, 2022 USD ($) | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Fair value gain related to convertible debt | $ 3.9 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Jul. 17, 2023 - Subsequent Event [Member] $ / shares in Units, $ in Thousands | USD ($) $ / shares shares | £ / shares |
Subsequent Event [Line Items] | ||
Repayments of convertible bond value | $ 1,060 | |
Stock issued | shares | 1,052,422 | |
Shares issued price per share | £ / shares | £ 0.0025 | |
Maximum [Member] | ||
Subsequent Event [Line Items] | ||
After settlement of repayments of convertible bond value | $ 15,900 | |
Minimum [Member] | ||
Subsequent Event [Line Items] | ||
After settlement of repayments of convertible bond value | $ 1,060 | |
American Depository Shares | ||
Subsequent Event [Line Items] | ||
Issue of convertible bond shares | $ / shares | $ 526,211 |