Exhibit 10.1
EXECUTION VERSION
SECURITIES PURCHASE AGREEMENT
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of April 5, 2024 between Renalytix plc, a public limited company incorporated under the laws of England and Wales (the “Company”), and each of the purchasers identified on Schedule A attached hereto (including such purchasers successors and assigns, each a “Purchaser” and, collectively, the “Purchasers”). The terms “party” and “parties” shall refer to each of the Company and each Purchaser, as the context requires.
WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the U.S. Securities Act of 1933, as amended (the “Securities Act”), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:
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IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
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THE COMPANY: | ||
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RENALYTIX PLC | ||
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By: |
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Name: |
| O. James Sterling |
Title: |
| Chief Financial Officer |
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Address for Notice: | ||
Finsgate | ||
5-7 Cranwood Street | ||
London, United Kingdom Attention O. James Sterling | ||
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With a copy (for informational purposes only) to: | ||
Cooley LLP | ||
11951 Freedom Drive | ||
14th Floor | ||
Reston, Virginia 20190-5656 | ||
Attention: Katie Kazem | ||
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EACH OF THE PURCHASERS SET FORTH IN SCHEDULE A HERETO, SEVERALLY AND NOT JOINTLY
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By: ____________________, as investment advisor | ||
or investment subadvisor, as applicable | ||
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By: |
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Name: |
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Address for Notice for each Purchaser: | ||
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c/o |
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Email: |
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SCHEDULE A
SCHEDULE OF PURCHASERS
Purchaser | Number of Initial Tranche Shares | Total Initial Tranche Purchase Price |
DB Capital Partners Healthcare, L.P. | 2,666,667 | $1,000,000.13 |
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EXHIBIT A
SUBSEQUENT TRANCHE NOTICE
Date: (to be delivered to the Company no later than April 17, 2024
To: Renalytix plc
Attention: O. James Sterling
Finsgate
5-7 Cranwood Street
London, United Kingdom
The undersigned Purchasers hereby notify Renalytix plc (the “Company”) of their election to purchase shares in the Subsequent Closing, in the amounts indicated below (which in any event shall be less than or equal to the Subsequent Tranche Cap).
The Purchase Price is $0.375 per ordinary share.
The Subsequent Tranche Shares to be purchased are as follows:
Purchaser | Number of Subsequent Tranche Shares | Total Subsequent Tranche Purchase Price |
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The Subsequent Closing Date will be (which shall be no later than April 19, 2024).
PURCHASERS:
By: ____________________, as investment advisor | ||
or investment subadvisor, as applicable | ||
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Address for Notice for each Purchaser: | ||
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c/o |
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Email: |
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