Cover Page
Cover Page | 12 Months Ended |
Jun. 30, 2021shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Amendment Flag | false |
Document Period End Date | Jun. 30, 2021 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | FY |
Entity Registrant Name | Renalytix plc |
Entity Central Index Key | 0001811115 |
Current Fiscal Year End Date | --06-30 |
Entity Well-known Seasoned Issuer | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Voluntary Filers | No |
Entity Shell Company | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Interactive Data Current | Yes |
Entity Common Stock, Shares Outstanding | 72,197,286 |
Document Accounting Standard | U.S. GAAP |
Entity Address, Address Line One | Finsgate 5-7 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 |
Entity File Number | 001-39387 |
Document Shell Company Report | false |
Document Registration Statement | false |
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 |
ICFR Auditor Attestation Flag | false |
Business Contact [Member] | |
Document Information [Line Items] | |
Entity Address, Address Line One | Finsgate 5-7 Cranwood Street |
Entity Address, City or Town | London |
Entity Address, Postal Zip Code | EC1V 9EE |
Entity Address, Country | GB |
Contact Personnel Name | James McCullough Chief Executive Officer |
City Area Code | 20 |
Local Phone Number | 3139 2910 |
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, 2021 | Jun. 30, 2020 | Jun. 30, 2019 |
Current assets: | |||
Cash and cash equivalents | $ 65,128 | $ 13,293 | $ 8,201 |
Short-term investments | 0 | 982 | 994 |
Accounts receivable | 594 | ||
Prepaid expenses and other current assets | 993 | 551 | 227 |
Note receivable from Kantaro—current | 75 | ||
Receivable from affiliates | 1 | 18 | |
Total current assets | 66,791 | 14,844 | 9,422 |
Property and equipment, net | 2,490 | 1,655 | 278 |
Investment in VericiDx | 9,295 | ||
Investment in Kantaro | 1,937 | ||
Note receivable from Kantaro—noncurrent | 83 | ||
Deferred offering costs | 0 | 2,364 | 0 |
Total assets | 78,576 | 20,883 | 9,700 |
Current liabilities: | |||
Accounts payable | 1,403 | 2,218 | 317 |
Accounts payable-related party | 361 | ||
Accrued expenses and other current liabilities | 4,602 | 683 | 832 |
Accrued expenses—related party | 224 | ||
Deferred revenue | 122 | ||
Note payable—current | 120 | ||
Payable to affiliate—current | 350 | 271 | |
Total current liabilities | 7,062 | 3,292 | 1,149 |
Payable to affiliate—noncurrent | 1,544 | ||
Note payable—noncurrent | 135 | ||
Other liabilities | 53 | ||
Total liabilities | 7,115 | 4,971 | 1,149 |
Commitments and contingencies (Note 9) | |||
Shareholders' equity: | |||
Ordinary shares, £0.0025 par value per share: 76,463,244 and 62,444,992 shares authorized at June 30, 2021 and June 30, 2020, respectively; 72,197,286 and 59,416,134 shares issued and outstanding at June 30, 2021 and June 30, 2020, respectively | 220 | 179 | 162 |
Additional paid-in capital | 150,407 | 69,650 | 52,084 |
Accumulated other comprehensive income (loss) | 8,276 | (1,200) | (822) |
Accumulated deficit | (87,442) | (52,717) | (42,873) |
Total shareholders' equity | 71,461 | 15,912 | 8,551 |
Total liabilities and shareholders' equity | $ 78,576 | $ 20,883 | $ 9,700 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - £ / shares | Jun. 30, 2021 | Jun. 30, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock par or stated value per share | £ 0.0025 | £ 0.0025 |
Common stock shares authorized | 76,463,244 | 62,444,992 |
Common stock shares issued | 72,197,286 | 59,416,134 |
Common stock shares outstanding | 72,197,286 | 59,416,134 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue | $ 1,491 | ||
Cost of revenue | 858 | ||
Gross profit | 633 | ||
Operating expenses: | |||
Acquired in-process research and development | $ 35,286 | ||
Research and development | 10,040 | $ 4,565 | 4,316 |
General and administrative | 23,479 | 5,750 | 2,737 |
Performance of contract liability to affiliate | (970) | ||
Total operating expenses | (32,549) | (10,315) | (42,339) |
Loss from operations | (31,916) | (10,315) | (42,339) |
Equity in losses of affiliate | (2,112) | (63) | |
Foreign currency (loss)/gain | (8,772) | 245 | 20 |
Fair value adjustment to VericiDx investment | 6,483 | ||
Gain on loan extinguishment | 255 | ||
Other income, net | 726 | 289 | 18 |
Net loss | (35,336) | (9,844) | (42,301) |
Net loss attributable to noncontrolling interest | (611) | ||
Net loss attributable to ordinary shareholders | (34,725) | (9,844) | (42,301) |
Other comprehensive income (loss): | |||
Foreign exchange translation adjustment | 9,501 | (378) | (826) |
Comprehensive loss | (25,835) | (10,222) | (43,127) |
Comprehensive loss attributable to noncontrolling interest | (72) | ||
Comprehensive loss attributable to Renalytix AI | $ (25,763) | $ (10,222) | $ (43,127) |
Net loss per ordinary share—basic and diluted | $ (0.49) | $ (0.17) | $ (0.99) |
Weighted average ordinary shares—basic and diluted | 71,484,934 | 59,079,522 | 42,561,600 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | IPO [Member] | Secondary Offer [Member] | Joslin License [Member] | Common Stock [Member] | Common Stock [Member]IPO [Member] | Common Stock [Member]Secondary Offer [Member] | Common Stock [Member]Joslin License [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]IPO [Member] | Additional Paid-in Capital [Member]Secondary Offer [Member] | Additional Paid-in Capital [Member]Joslin License [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Total shareholders' (deficit) equity attributable to RenalytixAI [Member] | Total shareholders' (deficit) equity attributable to RenalytixAI [Member]IPO [Member] | Total shareholders' (deficit) equity attributable to RenalytixAI [Member]Secondary Offer [Member] | Total shareholders' (deficit) equity attributable to RenalytixAI [Member]Joslin License [Member] | Noncontrolling interests [Member] |
Beginning balance at Jun. 30, 2018 | $ (502) | $ 66 | $ 4 | $ (572) | $ (502) | ||||||||||||||
Beginning balance, Shares at Jun. 30, 2018 | 20,000,000 | ||||||||||||||||||
Ordinary shares issued to acquire Joslin license | $ 24,286 | $ 49 | $ 24,237 | $ 24,286 | |||||||||||||||
Ordinary shares issued to acquire Joslin license (Shares) | 15,427,704 | ||||||||||||||||||
Sale of ordinary shares, net of offering costs underwriting fees (Value) | $ 27,369 | $ 47 | $ 27,322 | $ 27,369 | |||||||||||||||
Sale of ordinary shares, net of offering costs underwriting fees (Shares) | 18,388,430 | ||||||||||||||||||
Share-based compensation expense | 525 | $ 525 | 525 | ||||||||||||||||
Currency translation adjustments | (826) | (826) | (826) | ||||||||||||||||
Net loss | (42,301) | (9,844) | (42,301) | ||||||||||||||||
Ending balance at Jun. 30, 2019 | 8,551 | $ 162 | 52,084 | (822) | (42,873) | 8,551 | |||||||||||||
Ending balance, shares at Jun. 30, 2019 | 53,816,134 | ||||||||||||||||||
Sale of ordinary shares, net of offering costs underwriting fees (Value) | $ 16,424 | $ 17 | $ 16,407 | $ 16,424 | |||||||||||||||
Sale of ordinary shares, net of offering costs underwriting fees (Shares) | 5,600,000 | ||||||||||||||||||
Share-based compensation expense | 1,159 | 1,159 | 1,159 | ||||||||||||||||
Currency translation adjustments | (378) | (378) | (378) | ||||||||||||||||
Net loss | (9,844) | (9,844) | (9,844) | ||||||||||||||||
Ending balance at Jun. 30, 2020 | 15,912 | $ 179 | 69,650 | (1,200) | (52,717) | 15,912 | |||||||||||||
Ending balance, shares at Jun. 30, 2020 | 59,416,134 | ||||||||||||||||||
Sale of ordinary shares, net of offering costs underwriting fees (Value) | $ 76,134 | $ 40 | $ 76,094 | $ 76,134 | |||||||||||||||
Sale of ordinary shares, net of offering costs underwriting fees (Shares) | 12,613,500 | ||||||||||||||||||
VericiDx distribution in specie | 1,638 | (25) | 1,613 | $ (1,613) | |||||||||||||||
Deconsolidation of Verici | 2,296 | 2,296 | |||||||||||||||||
Shares issued under the employee share purchase plan (Value) | 111 | 111 | 111 | ||||||||||||||||
Shares issued under the employee share purchase plan (Shares) | 17,652 | ||||||||||||||||||
Share-based compensation expense | 2,663 | 2,663 | 2,663 | ||||||||||||||||
Exercise of stock options (Value) | $ 252 | $ 1 | 251 | 252 | |||||||||||||||
Exercise of stock options (Shares) | 150,000 | 150,000 | |||||||||||||||||
Currency translation adjustments | $ 9,429 | 9,501 | 9,501 | (72) | |||||||||||||||
Net loss | (35,336) | (34,725) | (34,725) | $ (611) | |||||||||||||||
Ending balance at Jun. 30, 2021 | $ 71,461 | $ 220 | $ 150,407 | $ 8,276 | $ (87,442) | $ 71,461 | |||||||||||||
Ending balance, shares at Jun. 30, 2021 | 72,197,286 |
CONSOLIDATED STATEMENTS OF SH_2
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
IPO [Member] | |||
Payment of stock issuance costs | $ 9,007 | $ 1,742 | |
Secondary Offer [Member] | |||
Payment of stock issuance costs | $ 842 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (35,336) | $ (9,844) | $ (42,301) |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Non-cash in-process research and development charge | 35,286 | ||
Gain on deconsolidation of VericiDx | (46) | ||
Depreciation and amortization | 282 | 70 | 31 |
Share-based compensation | 2,663 | 1,159 | 525 |
Gain on loan | (255) | ||
Realized gain on short-term investments | (18) | (128) | (24) |
Equity losses in affiliate, including related impairments | 2,112 | 63 | |
Reversal of Kantaro Liability | (495) | ||
Fair value adjustment to VericiDx investment | (6,483) | ||
Unrealized foreign exchange loss (gain) | 5,539 | (213) | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (594) | ||
Prepaid expenses and other current assets | (710) | (325) | (197) |
Related party receivable | 17 | (18) | |
Accounts payable | 782 | 355 | 303 |
Accrued expenses—related party | 585 | ||
Accrued expenses and other current liabilities | 4,353 | (456) | 221 |
Deferred revenue | 122 | ||
Payable to affiliate | (970) | (185) | |
Other liabilities | 53 | ||
Net cash used in operating activities | (28,399) | (9,522) | (6,156) |
Cash flows from investing activities: | |||
Note receivable—related party | (167) | (83) | |
Purchases of property and equipment | (773) | (804) | (309) |
Software development costs | (749) | (427) | |
Purchase of short-term investments | (21,260) | (4,970) | |
Proceeds from short-term investments | 1,000 | 21,400 | 4,000 |
Decrease in cash (VericiDx deconsolidation) | (62) | ||
Acquired in-process research and development | (11,021) | ||
Net cash used in investing activities | (751) | (1,174) | (12,300) |
Cash flows from financing activities: | |||
Gross proceeds from the issuance of ordinary shares, net of underwriting fees | 79,182 | ||
Gross proceeds from the issuance of ordinary shares | 17,276 | 29,111 | |
Payment of offering costs | (2,305) | (1,593) | (1,292) |
Payment from related-party notes | 633 | ||
Proceeds from the issuance of ordinary shares under employee share purchase plan | 111 | ||
Proceeds from exercise of stock options | 252 | ||
Proceeds from PPP Loan | 255 | ||
Repayment of related-party notes | (1,069) | ||
Net cash provided by financing activities | 77,240 | 15,938 | 27,383 |
Effect of exchange rate changes on cash | 3,745 | (150) | (808) |
Net increase in cash and cash equivalents | 51,835 | 5,092 | 8,119 |
Cash and cash equivalents, beginning of year | 13,293 | 8,201 | 82 |
Cash and cash equivalents, end of year | 65,128 | 13,293 | 8,201 |
Supplemental disclosure of cashflow information: | |||
Cash paid for interest | 21 | ||
Supplemental noncash investing and financing activities: | |||
Ordinary shares issued to acquire Joslin license | 24,286 | ||
Financing costs in accounts payable and accrued expenses | 1,630 | $ 450 | |
Software development costs in accounts payable and accrued expenses | 177 | ||
Purchase of property and equipment in accounts payable and accrued expenses | 56 | ||
Reclassification of note receivable in Kantaro to Investment in Kantaro | 175 | ||
Deemed distribution of VericiDx ordinary shares | 75 | ||
Conversion of VericiDx note receivable into VericiDx ordinary shares | $ 2,556 | ||
Fair value of services exchanged for equity method investment of which services are recorded as the payable to affiliate | $ 2,000 |
Business and risks
Business and risks | 12 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and risks | 1. Business and risks Renalytix and its wholly-owned subsidiaries, Renalytix AI, Inc. and Renalytix AI Limited, (collectively, “Renalytix”, or the “Company”) 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 the first stage of 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. Further, in December 2020 the Company entered into a master service agreement with AstraZeneca for future services of this nature. 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. In August 2020, the Company created 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. To date, the Company has generated de minimis revenue from the sales of KidneyIntelX tests. The Company has funded its op e 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, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern | 2. Liquidity and Going The Company has incurred recurring losses and negative cash flows from operations sinc e $87.4 million $65.1 million as of June 30, 2021, are sufficient to fund the projected operations for at least the next twelve months from the issuance date of these financial statements. Substantial additional capital will be needed by the Company to fund its 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. |
Basis of presentation and summa
Basis of presentation and summary of significant accounting policies | 12 Months Ended |
Jun. 30, 2021 | |
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”). The Company reclassified certain prior year comparative figures in the consolidated statements of operations and comprehensive loss to conform to the current year’s presentation. This change in presentation did not have an impact on the Company’s financial condition, operating results or cash flows. Principles of consolidation The consolidated financial statements include the accounts of Renalytix plc, and its wholly-owned subsidiaries, Renalytix AI, Inc. and Renalytix AI Limited. 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. Deconsolidation Upon the occurrence of certain events and on a regular basis, the Company evaluates whether it no longer has a controlling interest in its subsidiaries, including consolidated variable interest entities. If the Company determines it no longer has a controlling interest, the subsidiary is deconsolidated. The Company records a gain or loss on deconsolidation based on the difference on the deconsolidation date between (i) the aggregate of (a) the fair value of any consideration received, (b) the fair value of any retained noncontrolling investment in the former subsidiary and (c) the carrying amount of any noncontrolling interest in the subsidiary being deconsolidated, less (ii) the carrying amount of the former subsidiary’s assets and liabilities. The Company assesses whether a deconsolidation is required to be presented as discontinued operations in its consolidated financial statements on the deconsolidation date. This assessment is based on whether or not the deconsolidation represents a strategic shift that has or will have a major effect on the Company’s operations or financial results. If the Company determines that a deconsolidation requires presentation as a discontinued operation on the deconsolidation date, or at any point during the one-year Verici Dx plc In April 2020, the Company created a wholly-owned subsidiary, Verici Dx plc in-licensed in-licensed spin-off, The Company announced on July 8, 2020 that the share capital of VericiDx had been re-designated would retain the Golden Share and its associated controlling voting rights. Subsequent to that announcement, the Company entered into a declaration of trust whereby Renalytix AI plc had declared that it held the Golden Share as nominee and on trust for certain Directors of Renalytix AI and accordingly, the Company itself had no ongoing beneficial interest in VericiDx shares. This triggered a reconsideration event for ongoing consolidation of VericiDx and since the Company was still the primary funding source for VericiDx, the Company continued to hold a controlling financial interest in VericiDx and continued to consolidate VericiDx. Consequently, the As the Company had been the primary funding source for VericiDx since its distribution to the Company’s stockholders, the operations and financial position of VericiDx were included in the consolidated financial statements of the Company. Participation of the stockholders in the net assets and losses of VericiDx were reflected in the line items “Noncontrolling interests” in the Company’s consolidated balance sheets and “Net loss attributable to the noncontrolling interests” in the Company’s consolidated statements of operations and comprehensive loss. Noncontrolling interests adjusts the Company’s consolidated results of operations and comprehensive loss to exclude all of the losses of VericiDx as Renalytix AI had no direct equity ownership in VericiDx from the date of the distribution through October 28, 2020. Changes in the underlying net book value of VericiDx due to equity issuances are reflected as equity transaction in the Company’s consolidated statements of stockholders’ equity. On November 3, 2020, VericiDx completed an initial public offering on AIM and raised gross proceeds of £14.5 million (“VericiDx IPO”) triggering a reconsideration event for ongoing consolidation of VericiDx. The VericiDx IPO resulted in the Company no longer having a controlling financial As the Company can exert significant influence over, but does not control, VericiDx’s operations through representation on VericiDx’s board of directors, the Company accounts for the investment as an equity method investment and has also elected the fair value option. In connection with the deconsolidation of VericiDx, the Company evaluated whether the results of VericiDx should be presented as discontinued operations for the year ended June 30, 2021. The Company concluded that the deconsolidation of VericiDx, as a r e 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, recording the prepaid/accrual and associated expense for research and development activities performed for the Company by third parties, determining useful lives of property and equipment and capitalized software, the assessment of noncontrolling interest and equity method investments, fair value measurements, the payable to affiliates and the consolidation and deconsolidation of variable interest entities. 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. All of the Company’s revenue has been generated from two customers for the years ended June 30, 2021. 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. Fair value of financial instruments At June 30, 2021, 2020 and 2019, the Company’s financial instruments included accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses and other current liabilities. The carrying amounts of these assets and liabilities approximates fair value due to their short-term nature. Fair value option Under the Fair Value Option Subsections of ASC subtopic 825-10, Financial Instruments – Overall 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, 2021, the Company had a cash balance of $65.1 million. As of June 30, 2020, the Company had a cash balance of $12.8 million and cash equivalents consisting of $0.5 million held in a money market account. As of June 30, 2019, the Company had a cash balance of $7.2 million and cash equivalents consisting of $1.0 million held in U.S. Treasury Bills. Short-term investments Short-term investments consist of debt securities with a maturity date greater than three months when acquired. The Company classifies its short-term investments at the time of purchase as available-for-sale Available-for-sale available-for-sale Accounts receivable Accounts receivable are recorded at the invoice amount and non-interest 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 acc u Deferred offering costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process paid-in in-process paid-in 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 authorized clinical testing laboratory without the need for proprietary equipment. During the year ended June 30, 2021, the Company recognized $1.0 Equity method investments The Company accounts for equity investments where it owns a non-controlling Kantaro Biosciences LLC 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 (see Note 5). The Company owned % of the membership equity units in Kantaro at June , . VericiDx plc As the Company can exert significant influence over, but does not control, VericiDx’s operations through representation on VericiDx’s board of directors, the Company accounts for this investment as an equity method investment and has elected the fair value option because VericiDx’s stock price is readily observable via the London Stock Exchange. Under the fair value option, the investment in VericiDx is recorded at fair value at each reporting period with subsequent changes in fair value reported in the consolidated statements of operations and comprehensive loss. Based on closing stock price of VericiDx, the fair value of the investment in VericiDx was $9.3 million at June 30, 2021. During the year ended June 30, 2021, the Company recorded a fair value adjustment of $6.5 million, in the consolidated statements of operations and comprehensive loss. The Company owned 6.94% of the ordinary shares of VericiDx at June 30, 2021. 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 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, 2020, the Company expensed $0.6 million of research and development expenses related to capitalized software. There was no research and development expense related to capitalized software for the years ended June 30, 2021 and 2019. Technological feasibility is established upon the completion of a working model Revenue recognition The Company adopted ASC 606 – Revenue from Contracts Pursuant to ASC 606, 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 ar e 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 present right to payment a n Cost of revenue Cost of revenue consists of costs directly attributable to the services rendered, including labor costs directly related to revenue generating activities. Research and development expenses Research and development costs consist primarily of costs incurred in connection with the development of KidneyIntelX and other studies for KidneyIntelX to determine clinical value and performance in different CKD populations. 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 FASB ASC Subtopic 740-10, Accounting for Uncertainty of Income Taxes 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 the only other changes in shareholders’ equity is from foreign currency translation. 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, 2021, 2020 and 2019 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. As of June 30, 2021 and 2020, there were 4,265,958, 3,028,858 and 2,195,697 shares, respectively, issuable upon exercise of outstanding options that were anti-dilutive and excluded from diluted loss per share for the years ended June 30, 2021, 2020 and 2019, respectively. 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 In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) r Leases (Topic 842): Targeted Improvements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments i In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes. ASU 2019-12 simplifies the accounting for income taxes by removing exceptions within the general principles of Topic 740 regarding the calculation of deferred tax liabilities, the incremental approach for intraperiod tax allocation, and calculating income taxes in an interim period. In addition, the ASU adds clarifications to the accounting for franchise tax (or similar tax), which is partially based on income, evaluating tax basis of goodwill recognized from a business combination and reflecting the effect of any enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The ASU is effective for fiscal year beginning after December 15, 2020, and will be applied either retrospectively or prospectively based upon the applicable amendments. Early adoption is permitted. The Company has elected to adopt this ASU as of January 1, 2020 on a prospective basis. The adoption of ASU 2019-12 In January 2020, FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) |
Revenue
Revenue | 12 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 4. Revenue Testing services revenue Testing services revenue is generated from the KidneyIntelX platform, which provides analytical services to customers. 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 year ended June 30, 2021, the Company recognized $0.4 million of testing services revenue. Sales tax and other similar taxes are excluded from revenues. There was no testing services revenue recognized in fiscal 2020 and 2019. 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 present right to payment 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 year ended June , , the Company recognized $ million of pharmaceutical services revenue where performance obligations are satisfied at a point in time. There was pharmaceutical services revenue recognized in fiscal and . 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 in exchange for those services. During the year ended June 30, 2021, the Company recognized $0.6 million of other services revenue where performance obligations are satisfied at a point in time. There was no professional services revenue recognized in fiscal 2020 and 2019. 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 24 months. The following table summarizes the changes in deferred revenue: Year Ended June 30, 2021 2020 2019 Balance, beginning of period $ — $ — $ — Deferral of revenue 250 — — Revenue recognized (128 ) — — Balance, end of period $ 122 $ — $ — |
Fair value measurements and the
Fair value measurements and the fair value option | 12 Months Ended |
Jun. 30, 2021 | |
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 • 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 (in thousands) (Level 1) (Level 2) (Level 3) June 30, 2021: Assets: Equity investment in VericiDx $ 9,295 $ — $ — June 30, 2020: Assets: Cash equivalents (Money Market Fund) $ 500 $ — $ — U.S. Treasury Bills 982 — — Total $ 1,482 $ — $ — June 30, 2019 Assets: U.S. Treasury Bills $ 994 $ — $ — Non-financial The Company’s non-financial non-financial Based on sales forecasts, the Company concluded that its equity method investment in Kantaro was impaired due to a shift in focus from COVID antibody testing to promoting vaccination in the United States and European Union. As a result of this shift, demand for COVID antibody testing decreased. The forecasts indicate there is a prolonged period of time that Kantaro’s fair value is below the carrying value of the investment and the discounted and undiscounted cash flows are also below the carrying value of the investment. For these reasons, the Company concluded the decline in value is other-than-temporary. As such, during the year ended June 30, 2021, the Company determined the fair value usi n |
Property and equipment
Property and equipment | 12 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | 6. Property and equipment Property and equipment consists of (in thousands): June 30, 2021 June 30, 2020 June 30, 2019 Lab equipment $ 592 $ 862 $ 309 Software 1,534 744 — Office equipment 84 31 — Office furniture 35 10 — Leasehold improvements 576 — — Construction in process — 113 — Total 2,821 1,760 309 Less accumulated depreciation and amortization (331 ) (105 ) (31 ) $ 2,490 $ 1,655 $ 278 Depreciation expense was $0.2 million, $0.1 million and $31,000 for the years ended June 30, 2021, 2020 and 2019, respectively. As of June 30, 2021 and 2020, there was $1.3 million and $0.6 million, respectively, of unamortized capitalized software development costs. There was no unamortized capitalized software development costs as of June 30, 2019. Amortization expense related to capitalized software development costs was $85,000 for the years ended June 30, 2021 and was As of June 30, 2021, the expected amortization expense for the next five years and thereafter is as follows: 2022 123 2023 124 2024 124 2025 124 2026 124 Thereafter 606 $ 1,225 |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 12 Months Ended |
Jun. 30, 2021 | |
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, 2021 June 30, 2020 June 30, 2019 Consulting and professional fees $ 954 $ 567 $ 719 Research and development — 80 — Payroll and related benefits 3,493 24 28 Other 155 12 85 $ 4,602 $ 683 $ 832 |
Debt
Debt | 12 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt Paycheck Protection Program On April 29, 2020, the Company entered into an original loan agreement with Fortis Private Bank as the lender (“Lender”) for a loan in an aggregate principal amount of $255,000 (the “Loan”) pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security (CARES) Act and implemented by the U.S. Small Business Administration. In June 2020, the Paycheck Protection Program Flexibility Act was enacted which, among other things, extended the deferral period for loan payments to either (1) the date that SBA remits the borrower’s loan forgiveness amount to the lender or (2) if the borrower does not apply for loan forgiveness, ten months after the end of the borrower’s loan forgiveness covered period. The Loan matures in two years and bears interest at a rate of 1% per year, with all payments deferred through August 15, 2021. Principal and interest are payable monthly commencing on August 15, 2021 and may be prepaid by the Company at any time prior to maturity without penalty. The Company may apply for forgiveness of amounts due under the Loan, with the amount of potential loan forgiveness to be calculated in accordance with the requirements of the PPP based on payroll costs, any mortgage interest payments, any covered rent payments and any covered utilities payments during the 8-24 On April 28, 2021, the Company received notification that the full amount of the PPP Loan and accrued interest was forgiven. The forgiveness of the PPP Loan was recorded within gain on loan extinguishment in the consolidated statements of operations and comprehensive loss. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 9. Commitments and contingencies Leases The Company entered into operating lease agreements for office space and laboratory testing facilities with terms ranging from month-to-month The future minimum payments for noncancelable leases with terms in excess of one year for each fiscal year are as follows (in thousands): 2022 83 2023 83 2024 83 2025 28 $ 277 DaVita Inc. In January 2021, the Company entered into a Master Care Coordination Services Agreement with DaVita Inc. (“DaVita”) whereby DaVita agreed to provide certain care coordination services to covered patients as requested by the Co m one-year upon by Employment 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 $0.2 million, $0.1 million and $14,000 in contributions for the year ended June 30, 2021, 2020 and 2019, 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, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
License and services agreements | 10. 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 non-exclusive know-how product-by-product country-by-country As part of the ISMMS SRA, the Company has agreed to fund several research projects to further develop the ISMMS Technology. The Company incurred $0.4 million, $0.2 million and $0.2 million related to the ISMMS SRA for the year ended June 30, 2021, 2020 and 2019, respectively. Mount Sinai license agreement for FractalDx On December 21, 2018, the Company entered into an exclusive license agreement (the “ISMMS FractalDx License Agreement”) with ISMMS. Under the terms of the ISMMS FractalDx License Agreement, ISMMS granted the Company (i) an exclusive license, with sub-license non-exclusive know-how respectively. The Company is also obligated to pay Mount Sinai a 6% to 8% royalty on net sales of FractalDx, subject to customary reductions. Moreover, the Company is obligated to pay Royalties are payable on a product-by-product country-by-country As discussed in Note 3, in May 2020, the Company transferred the in-licensed Mount Sinai COVID-19 In August, 2020 and as amended in December 2020, the Company entered into a Multi-center Assessment of Survivors for Kidney Disease after COVID-19 Study (the “ MASKeD-COVID Study”) with ISMMS. This study involves multiple major academic institutions, including Mount Sinai, University of Michigan, Johns Hopkins, Yale University and Rutgers University. The goal of this study is to understand the long-term kidney epidemiology of CKD in survivors of COVID-19 and validate KidneyIntelX for prediction of long-term kidney outcomes post-COVID hospitalization that will inform further prevention, treatment and clinical care. Under the terms of the MASKeD-COVID Study, the Company is obligated to pay for all direct and indirect costs incurred under the sponsored research agreement in an amount totaling $1.8 million. As of June 30, 2021, amounts due to ISMMS under the MASKeD-COVID Study totaled $0.3 million and $0.3 million was expensed during the year ended June 30, 2021. 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 i n 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 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. |
Shareholders' equity
Shareholders' equity | 12 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' equity | 11. Shareholders’ equity Ordinary As of June 30, 2021, the Company had 76,463,244 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, 2021, no cash dividends have been declared or paid. |
Share-based compensation
Share-based compensation | 12 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based compensation | 12. Share-based Equity Incentive Plan In November 2018, Company established the Renalytix AI plc Share Option Plan (the “Plan”) and a U.S. Sub-Plan Non-Employee Sub-Plan. The Plan 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. The options granted as of June 30, 2021 vest equally over twelve quarters following the grant date, with the exception of 80,724 options which vested immediately when granted, 602,100 options which vest 25% on the one year anniversary and equally over twelve quarters following the one year anniversary and 500,000 which vest 1/12 th On The Company recorded share-based compensation expense in the following expense categories in the consolidated statements of operations for the years ended June 30, 2021, 2020 and 2019 (in thousands): Year Ended June 30, 2021 2020 2019 Research and development $ 683 $ 568 $ 322 General and administrative 1,903 591 203 $ 2,586 $ 1,159 $ 525 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, 2021, 2020 and 2019 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 • 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, 2021, 2020 and 2019, 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: Years Ended June 30, 2021 2020 2019 Expected term (in years) 5.9 5.7 5.8 Expected volatility 70.2 % 63.7 % 66.9 % Risk-free rate 0.8 % 1.7 % 3.1 % Dividend yield — % — % — % The weighted average fair value of the options granted during the years ended June 30, 2021, 2020 and 2019 was $6.60, $2.09 and $0.97 per share, respectively. The following table summarizes the stock option granted to employees and non-employees for the year ended June 30, 2021: Number of shares under option plan Weighted- Weighted- remaining contractual life (in years) Outstanding at June 30, 2020 3,028,858 $ 1.95 8.6 Granted 1,387,100 $ 10.63 Exercised (150,000 ) $ 1.57 Outstanding at June 30, 2021 4,265,958 $ 4.73 8.2 Exercisable at June 30, 2021 2,495,621 $ 2.18 7.6 Vested and expected to vest at June 30, 2021 4,265,958 $ 4.73 8.2 As of June 30, 2021, there was $9.0 million in unrecognized compensation cost related to unvested options that will be recognized as expense over a weighted average period of 2.02 years. The aggregate intrinsic value of options outstanding and options exercisable at June 30, 2021 was $45.2 Employee Share Purchase The Company’s Employee S h , . The ESPP authorizes the issuance of up to 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 st of each year, commencing on January , and continuing for , in an amount equal to the lesser of one percent of the total number of shares of the Company’s common stock outstanding on st of the preceding calendar year, and 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 year ended June 30, 2021, 17,652 shares were purchased under the ESPP. In accordance with the guidance in ASC 718-50 – Compensation – Stock Compensation |
Income taxes
Income taxes | 12 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 13. Income taxes Loss from operations before income taxes was comprised of the following (in thousands): Year ended Year ended Year ended United Kingdom $ (6,119 ) $ (1,898 ) $ (37,803 ) United States (29,137 ) (7,946 ) (4,498 ) $ (35,336 ) $ (9,844 ) $ (42,301 ) 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. A reconciliation of income tax benefit from continuing operations as reflected in the financial statements is as follows: Year ended Year ended Year ended U.K. tax benefit at statutory rate (19.0 ) (19.0 )% (19.0 )% State taxes, net of federal benefit (12.4 ) (6.6 ) (1.2 ) Permanent differences (0.1 ) 1.6 8.0 Research and development (0.1 ) 0.0 0.0 Change in valuation allowance 34.5 25.0 11.4 Other (2.9 ) (1.0 ) 0.8 Effective tax rate 0.0 % 0.0 % 0.0 % The principal components of the Company’s deferred tax assets and liabilities were as June 30, 2021 2020 2019 Deferred tax assets: Net operating losses $ 13,491 $ 4,296 $ 1,832 Research and development licenses 4,133 2,550 2,831 Development costs 418 301 Share-based compensation 762 198 88 Unrealized foreign exchange los s 1,739 Deferred Interest expens e 2,112 Accrued expense s 741 Other 144 6 Valuation allowances (21,046 ) (7,331 ) (5,000 ) Total deferred tax assets 2,076 131 58 Deferred tax liabilities: Depreciation (431 ) (91 ) (58 ) Mark-to-market securitie s (1,645 ) — — Other (— ) (40 ) — Total deferred tax liabilities (2,076 ) (131 ) (58 ) Net deferred tax $ — $ — $ — The Company does not have unrecognized tax benefits as of June 30, 2021, 2020 or 2019. 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): June 30, 2021 2020 2019 United Kingdom $ 9,981 $ 3,640 $ 1,667 Irelan d 726 U.S. Federal 33,613 11,817 4,770 U.S. State and Local 67,291 21,520 9,540 The UK, Irish 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. 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, 2021 and June 30, 2020 because of the uncertainty of their realization. The valuation allowance increased by $13.7 million for the year ended June 30, 2021, and by $2.3 million for the year ended June 30, 2020. 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 has not completed an analysis to determine whether any such limitations have been already triggered. 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 files income tax returns in the United Kingdom, Ireland the U.S. federal jurisdiction and various state jurisdictions. The Company’s 2018, 2019 and 2020 tax years remain subject to examination. Carryforward 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, 2021 | |
Related Party Transactions [Abstract] | |
Related-party transactions | 14. Related-party transactions EKF Diagnostic Holdings During the years ended June 30, 2021, 2020 and 2019, the Company incurred expenses of $ million, $ million and $ 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 10). 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. As of June 30, 2021, amounts due to ISMMS totaled $0.3 million. During the years ended June 30, 2021, 2020 and 2019 the Company incurred expenses of $1.3 million, $0.3 million and $0.4 million, respectively. Kantaro Biosciences LLC In connection with the formation of Kantaro, the Company entered into a 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 Class A Units to Mount Sinai in exchange for Mount Sinai granting licenses to Kantaro under certain intellectual property rights of Mount Sinai and 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 impairment charge discussed in Note 5, 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. The adjustment for the change in estimate that resulted in a decrease of the liability of $0.5 million F million in the statement of operations related to services performed under the Advisory Agreement. For the year ended June 30, 2021, $ of costs incurred related to the performance of the Advisory Agreement services were included within research and development and $ was included within general and administrative expense, respectively. In addition to the equity granted at formation, 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 $83,333 and an additional $166,667 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 $250,000 and initially recorded a note receivable. At June 30, 2021, the Company determined that $175,000 was uncollectible and accordingly recorded an impairment charge within equity in losses of affiliate in the consolidated statements of operations. In addition, the Company recognized losses of $ The Company elects to recognize the equity investment losses based on the ownership level of each specific investment and will continue to record equity method losses until the amount of the loan receivable is reduced to zero. VericiDx During the year ended June 30, 2021, the Company paid the salary of an executive of VericiDx and VericiDx has agreed to reimburse the Company for those amounts. As of June 30, 2021, amounts due from VericiDx were de minimis. |
Subsequent events
Subsequent events | 12 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent events | 14. Subsequent events The Company has evaluated subsequent events from the balance sheet date through the date at which the consolidated financial statements were available to be issued |
Basis of presentation and sum_2
Basis of presentation and summary of significant accounting policies (Policies) | 12 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Principles of consolidation | Principles of consolidation The consolidated financial statements include the accounts of Renalytix plc, and its wholly-owned subsidiaries, Renalytix AI, Inc. and Renalytix AI Limited. 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. |
Deconsolidation | Deconsolidation Upon the occurrence of certain events and on a regular basis, the Company evaluates whether it no longer has a controlling interest in its subsidiaries, including consolidated variable interest entities. If the Company determines it no longer has a controlling interest, the subsidiary is deconsolidated. The Company records a gain or loss on deconsolidation based on the difference on the deconsolidation date between (i) the aggregate of (a) the fair value of any consideration received, (b) the fair value of any retained noncontrolling investment in the former subsidiary and (c) the carrying amount of any noncontrolling interest in the subsidiary being deconsolidated, less (ii) the carrying amount of the former subsidiary’s assets and liabilities. The Company assesses whether a deconsolidation is required to be presented as discontinued operations in its consolidated financial statements on the deconsolidation date. This assessment is based on whether or not the deconsolidation represents a strategic shift that has or will have a major effect on the Company’s operations or financial results. If the Company determines that a deconsolidation requires presentation as a discontinued operation on the deconsolidation date, or at any point during the one-year Verici Dx plc In April 2020, the Company created a wholly-owned subsidiary, Verici Dx plc in-licensed in-licensed spin-off, The Company announced on July 8, 2020 that the share capital of VericiDx had been re-designated would retain the Golden Share and its associated controlling voting rights. Subsequent to that announcement, the Company entered into a declaration of trust whereby Renalytix AI plc had declared that it held the Golden Share as nominee and on trust for certain Directors of Renalytix AI and accordingly, the Company itself had no ongoing beneficial interest in VericiDx shares. This triggered a reconsideration event for ongoing consolidation of VericiDx and since the Company was still the primary funding source for VericiDx, the Company continued to hold a controlling financial interest in VericiDx and continued to consolidate VericiDx. Consequently, the As the Company had been the primary funding source for VericiDx since its distribution to the Company’s stockholders, the operations and financial position of VericiDx were included in the consolidated financial statements of the Company. Participation of the stockholders in the net assets and losses of VericiDx were reflected in the line items “Noncontrolling interests” in the Company’s consolidated balance sheets and “Net loss attributable to the noncontrolling interests” in the Company’s consolidated statements of operations and comprehensive loss. Noncontrolling interests adjusts the Company’s consolidated results of operations and comprehensive loss to exclude all of the losses of VericiDx as Renalytix AI had no direct equity ownership in VericiDx from the date of the distribution through October 28, 2020. Changes in the underlying net book value of VericiDx due to equity issuances are reflected as equity transaction in the Company’s consolidated statements of stockholders’ equity. On November 3, 2020, VericiDx completed an initial public offering on AIM and raised gross proceeds of £14.5 million (“VericiDx IPO”) triggering a reconsideration event for ongoing consolidation of VericiDx. The VericiDx IPO resulted in the Company no longer having a controlling financial As the Company can exert significant influence over, but does not control, VericiDx’s operations through representation on VericiDx’s board of directors, the Company accounts for the investment as an equity method investment and has also elected the fair value option. In connection with the deconsolidation of VericiDx, the Company evaluated whether the results of VericiDx should be presented as discontinued operations for the year ended June 30, 2021. The Company concluded that the deconsolidation of VericiDx, as a r e |
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, recording the prepaid/accrual and associated expense for research and development activities performed for the Company by third parties, determining useful lives of property and equipment and capitalized software, the assessment of noncontrolling interest and equity method investments, fair value measurements, the payable to affiliates and the consolidation and deconsolidation of variable interest entities. |
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. All of the Company’s revenue has been generated from two customers for the years ended June 30, 2021. 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. |
Fair value of financial instruments | Fair value of financial instruments At June 30, 2021, 2020 and 2019, the Company’s financial instruments included accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses and other current liabilities. The carrying amounts of these assets and liabilities approximates fair value due to their short-term nature. |
Fair value option | Fair value option Under the Fair Value Option Subsections of ASC subtopic 825-10, Financial Instruments – Overall |
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, 2021, the Company had a cash balance of $65.1 million. As of June 30, 2020, the Company had a cash balance of $12.8 million and cash equivalents consisting of $0.5 million held in a money market account. As of June 30, 2019, the Company had a cash balance of $7.2 million and cash equivalents consisting of $1.0 million held in U.S. Treasury Bills. |
Short-term investments | Short-term investments Short-term investments consist of debt securities with a maturity date greater than three months when acquired. The Company classifies its short-term investments at the time of purchase as available-for-sale Available-for-sale available-for-sale |
Accounts receivable | Accounts receivable Accounts receivable are recorded at the invoice amount and non-interest |
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 acc u |
Deferred offering costs | Deferred offering costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process paid-in in-process paid-in |
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 authorized clinical testing laboratory without the need for proprietary equipment. During the year ended June 30, 2021, the Company recognized $1.0 |
Equity method investment | Equity method investments The Company accounts for equity investments where it owns a non-controlling Kantaro Biosciences LLC 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 (see Note 5). The Company owned % of the membership equity units in Kantaro at June , . VericiDx plc As the Company can exert significant influence over, but does not control, VericiDx’s operations through representation on VericiDx’s board of directors, the Company accounts for this investment as an equity method investment and has elected the fair value option because VericiDx’s stock price is readily observable via the London Stock Exchange. Under the fair value option, the investment in VericiDx is recorded at fair value at each reporting period with subsequent changes in fair value reported in the consolidated statements of operations and comprehensive loss. Based on closing stock price of VericiDx, the fair value of the investment in VericiDx was $9.3 million at June 30, 2021. During the year ended June 30, 2021, the Company recorded a fair value adjustment of $6.5 million, in the consolidated statements of operations and comprehensive loss. The Company owned 6.94% of the ordinary shares of VericiDx at June 30, 2021. |
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 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, 2020, the Company expensed $0.6 million of research and development expenses related to capitalized software. There was no research and development expense related to capitalized software for the years ended June 30, 2021 and 2019. Technological feasibility is established upon the completion of a working model |
Revenue recognition | Revenue recognition The Company adopted ASC 606 – Revenue from Contracts Pursuant to ASC 606, 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 ar e 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 present right to payment a n |
Cost of revenue | Cost of revenue Cost of revenue consists of costs directly attributable to the services rendered, including labor costs directly related to revenue generating activities. |
Research and development expenses | Research and development expenses Research and development costs consist primarily of costs incurred in connection with the development of KidneyIntelX and other studies for KidneyIntelX to determine clinical value and performance in different CKD populations. 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 FASB ASC Subtopic 740-10, Accounting for Uncertainty of Income Taxes |
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 the only other changes in shareholders’ equity is from foreign currency translation. |
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 which would result in the issuance of incremental ordinary shares. Potentially dilutive securities outstanding as of June 30, 2021, 2020 and 2019 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. As of June 30, 2021 and 2020, there were 4,265,958, 3,028,858 and 2,195,697 shares, respectively, issuable upon exercise of outstanding options that were anti-dilutive and excluded from diluted loss per share for the years ended June 30, 2021, 2020 and 2019, respectively. |
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 In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) r Leases (Topic 842): Targeted Improvements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments i In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes. ASU 2019-12 simplifies the accounting for income taxes by removing exceptions within the general principles of Topic 740 regarding the calculation of deferred tax liabilities, the incremental approach for intraperiod tax allocation, and calculating income taxes in an interim period. In addition, the ASU adds clarifications to the accounting for franchise tax (or similar tax), which is partially based on income, evaluating tax basis of goodwill recognized from a business combination and reflecting the effect of any enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The ASU is effective for fiscal year beginning after December 15, 2020, and will be applied either retrospectively or prospectively based upon the applicable amendments. Early adoption is permitted. The Company has elected to adopt this ASU as of January 1, 2020 on a prospective basis. The adoption of ASU 2019-12 In January 2020, FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summarizes the Changes in Deferred Revenue | The following table summarizes the changes in deferred revenue: Year Ended June 30, 2021 2020 2019 Balance, beginning of period $ — $ — $ — Deferral of revenue 250 — — Revenue recognized (128 ) — — Balance, end of period $ 122 $ — $ — |
Fair value measurements and t_2
Fair value measurements and the fair value option (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Assets Measured on Recurring Basis | 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 (in thousands) (Level 1) (Level 2) (Level 3) June 30, 2021: Assets: Equity investment in VericiDx $ 9,295 $ — $ — June 30, 2020: Assets: Cash equivalents (Money Market Fund) $ 500 $ — $ — U.S. Treasury Bills 982 — — Total $ 1,482 $ — $ — June 30, 2019 Assets: U.S. Treasury Bills $ 994 $ — $ — |
Property and equipment (Tables)
Property and equipment (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment | Property and equipment consists of (in thousands): June 30, 2021 June 30, 2020 June 30, 2019 Lab equipment $ 592 $ 862 $ 309 Software 1,534 744 — Office equipment 84 31 — Office furniture 35 10 — Leasehold improvements 576 — — Construction in process — 113 — Total 2,821 1,760 309 Less accumulated depreciation and amortization (331 ) (105 ) (31 ) $ 2,490 $ 1,655 $ 278 |
Schedule of Expected Amortization Expense for the Next Five Years and Thereafter | As of June 30, 2021, the expected amortization expense for the next five years and thereafter is as follows: 2022 123 2023 124 2024 124 2025 124 2026 124 Thereafter 606 $ 1,225 |
Accrued expenses and other cu_2
Accrued expenses and other current liabilities (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
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, 2021 June 30, 2020 June 30, 2019 Consulting and professional fees $ 954 $ 567 $ 719 Research and development — 80 — Payroll and related benefits 3,493 24 28 Other 155 12 85 $ 4,602 $ 683 $ 832 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Commitments and Contingencies | The future minimum payments for noncancelable leases with terms in excess of one year for each fiscal year are as follows (in thousands): 2022 83 2023 83 2024 83 2025 28 $ 277 |
Share-based compensation (Table
Share-based compensation (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
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, 2021, 2020 and 2019 (in thousands): Year Ended June 30, 2021 2020 2019 Research and development $ 683 $ 568 $ 322 General and administrative 1,903 591 203 $ 2,586 $ 1,159 $ 525 |
Summary of stock Option Pricing Model Assumption | For the years ended June 30, 2021, 2020 and 2019, 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: Years Ended June 30, 2021 2020 2019 Expected term (in years) 5.9 5.7 5.8 Expected volatility 70.2 % 63.7 % 66.9 % Risk-free rate 0.8 % 1.7 % 3.1 % 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, 2021: Number of shares under option plan Weighted- Weighted- remaining contractual life (in years) Outstanding at June 30, 2020 3,028,858 $ 1.95 8.6 Granted 1,387,100 $ 10.63 Exercised (150,000 ) $ 1.57 Outstanding at June 30, 2021 4,265,958 $ 4.73 8.2 Exercisable at June 30, 2021 2,495,621 $ 2.18 7.6 Vested and expected to vest at June 30, 2021 4,265,958 $ 4.73 8.2 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Operations Before Income Taxes | Loss from operations before income taxes was comprised of the following (in thousands): Year ended Year ended Year ended United Kingdom $ (6,119 ) $ (1,898 ) $ (37,803 ) United States (29,137 ) (7,946 ) (4,498 ) $ (35,336 ) $ (9,844 ) $ (42,301 ) |
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: Year ended Year ended Year ended U.K. tax benefit at statutory rate (19.0 ) (19.0 )% (19.0 )% State taxes, net of federal benefit (12.4 ) (6.6 ) (1.2 ) Permanent differences (0.1 ) 1.6 8.0 Research and development (0.1 ) 0.0 0.0 Change in valuation allowance 34.5 25.0 11.4 Other (2.9 ) (1.0 ) 0.8 Effective tax rate 0.0 % 0.0 % 0.0 % |
Summary of Company's Deferred Tax Assets and Liabilities | The principal components of the Company’s deferred tax assets and liabilities were as June 30, 2021 2020 2019 Deferred tax assets: Net operating losses $ 13,491 $ 4,296 $ 1,832 Research and development licenses 4,133 2,550 2,831 Development costs 418 301 Share-based compensation 762 198 88 Unrealized foreign exchange los s 1,739 Deferred Interest expens e 2,112 Accrued expense s 741 Other 144 6 Valuation allowances (21,046 ) (7,331 ) (5,000 ) Total deferred tax assets 2,076 131 58 Deferred tax liabilities: Depreciation (431 ) (91 ) (58 ) Mark-to-market securitie s (1,645 ) — — Other (— ) (40 ) — Total deferred tax liabilities (2,076 ) (131 ) (58 ) 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): June 30, 2021 2020 2019 United Kingdom $ 9,981 $ 3,640 $ 1,667 Irelan d 726 U.S. Federal 33,613 11,817 4,770 U.S. State and Local 67,291 21,520 9,540 |
Liquidity and Going Concern - A
Liquidity and Going Concern - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 |
Going Concern [Line Items] | ||||
Retained earnings surplus deficit | $ (87,442) | $ (52,717) | $ (42,873) | |
Cash and cash equivalents | $ 65,128 | $ 13,293 | $ 8,201 | $ 82 |
Basis of presentation and sum_3
Basis of presentation and summary of significant accounting policies- Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Nov. 03, 2020 | Oct. 28, 2020 | Jul. 08, 2020 | May 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 |
Accounting Policies [Line Items] | ||||||||
Gain on deconsolidation | $ 46 | |||||||
Cash current | 65,100 | $ 12,800 | $ 7,200 | |||||
Cash equivalents current | 65,128 | 13,293 | 8,201 | $ 82 | ||||
Short term investments | 0 | 982 | 994 | |||||
Accounts receivable reserves recorded amount | 0 | 0 | 0 | |||||
Deferred offering costs non current | 0 | 2,364 | 0 | |||||
Triggering A Reconsideration Event For On Going Consolidation Vericidx [Member] | VericiDx IPO [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Proceeds from issuance initial public offering | $ 14,500 | |||||||
Kantaro Bio Sciences LLC [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Performance of the contract liability | $ 1,000 | |||||||
Equity method investment ownership percentage | 25.00% | |||||||
Verici Dx Limited [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Equity method investments fair value disclosure | $ 9,300 | |||||||
Fair value adjustment of investments | $ 6,500 | |||||||
Percentage owned in the ordinary shares | 6.94% | |||||||
Verici Dx Limited [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Share capital redesignated into A shares | 59,416,134 | |||||||
Noncontrolling interest | $ 1,600 | |||||||
Amount of convertible loan notes | $ 2,500 | |||||||
Additional funding provided as a consideration | $ 500 | |||||||
Gain on deconsolidation | $ 46,000 | |||||||
Verici Dx Limited [Member] | Ordinary Share Of Vericidx [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Debt conversion converted instrument shares issued | 9,831,681 | |||||||
Verici Dx Limited [Member] | Convertible Promissory Note [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Debt conversion convertible instrument amount | $ 2,500 | |||||||
Verici Dx Limited [Member] | A Shares [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Per share value | $ 0.001 | |||||||
Verici Dx Limited [Member] | Golden Shares [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Per share value | $ 0.001 | |||||||
Verici Dx Limited [Member] | Receipt of Assets in Satisfaction of Debt [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Nonmonetary transaction value of consideration | $ 2,000 | $ 2,000 | ||||||
Software and Software Development Costs [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Estimated useful life | 10 years | |||||||
Research and development expense | $ 0 | $ 600 | $ 0 | |||||
Share-based Payment Arrangement, Option [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Antidilutive securities excluded from the computation of earnings per share | 4,265,958 | 3,028,858 | 2,195,697 | |||||
US Treasury Securities [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Cash equivalents current | $ 1,000 | |||||||
US Treasury Securities [Member] | Short-term Investments [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Short term investments at fair value | $ 1,000 | $ 1,000 | ||||||
Money Market Funds [Member] | ||||||||
Accounting Policies [Line Items] | ||||||||
Cash equivalents current | $ 500 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - Transferred at Point in Time [Member] - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Testing Services Revenue [Member] | |||
Revenue From Contract With Customer [Line Items] | |||
Revenue from contract with customer excluding assessed tax | $ 0.4 | $ 0 | $ 0 |
Pharmaceutical Services Revenue [Member] | |||
Revenue From Contract With Customer [Line Items] | |||
Revenue from contract with customer excluding assessed tax | 0.5 | 0 | 0 |
Other Services Revenue [Member] | |||
Revenue From Contract With Customer [Line Items] | |||
Revenue from contract with customer excluding assessed tax | $ 0.6 | ||
Professional Services Revenue [Member] | |||
Revenue From Contract With Customer [Line Items] | |||
Revenue from contract with customer excluding assessed tax | $ 0 | $ 0 |
Revenue - Summarizes the Change
Revenue - Summarizes the Changes in Deferred Revenue (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue Recognition and Deferred Revenue [Abstract] | |||
Balance, beginning of period | $ 0 | $ 0 | $ 0 |
Deferral of revenue | 250 | 0 | 0 |
Revenue recognized | (128) | 0 | 0 |
Balance, end of period | $ 122 | $ 0 | $ 0 |
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, 2021 | Jun. 30, 2020 | Jun. 30, 2019 |
Level 1 [Member] | |||
Assets, Fair Value Disclosure [Abstract] | |||
Equity investment in VericiDx | $ 9,295 | ||
Cash equivalents (Money Market Fund) | $ 500 | ||
U.S. Treasury Bills | 982 | $ 994 | |
Total | 1,482 | ||
Level 2 [Member] | |||
Assets, Fair Value Disclosure [Abstract] | |||
Equity investment in VericiDx | 0 | ||
Cash equivalents (Money Market Fund) | 0 | ||
U.S. Treasury Bills | 0 | 0 | |
Total | 0 | ||
Level 3 [Member] | |||
Assets, Fair Value Disclosure [Abstract] | |||
Equity investment in VericiDx | $ 0 | ||
Cash equivalents (Money Market Fund) | 0 | ||
U.S. Treasury Bills | 0 | $ 0 | |
Total | $ 0 |
Fair value measurements and t_4
Fair value measurements and the fair value option - Additional Information (Detail) | 12 Months Ended |
Jun. 30, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair value of equity method investment in Kantaro | $ 0 |
Impairment charge | $ 1,900,000 |
Property and equipment - Schedu
Property and equipment - Schedule of Property Plant and Equipment (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 2,821 | $ 1,760 | $ 309 |
Less accumulated depreciation | (331) | (105) | (31) |
Property, plant and equipment, net | 2,490 | 1,655 | 278 |
Lab equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 592 | 862 | 309 |
Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,534 | 744 | 0 |
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 84 | 31 | 0 |
Office Furniture [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 35 | 10 | 0 |
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 0 | 113 | 0 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 576 | $ 0 | $ 0 |
Property and equipment - Sche_2
Property and equipment - Schedule of Expected Amortization Expense for the Next Five Years and Thereafter (Detail) $ in Thousands | Jun. 30, 2021USD ($) |
Property, Plant and Equipment [Abstract] | |
2022 | $ 123 |
2023 | 124 |
2024 | 124 |
2025 | 124 |
2026 | 124 |
Thereafter | 606 |
Amortization expense | $ 1,225 |
Property and equipment - Additi
Property and equipment - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Depreciation Expense | $ 200,000 | $ 100,000 | $ 31,000 |
Unamortized capitalized software development costs | 1,300,000 | 600,000 | 0 |
Amortization expense related to Capitalized software costs | $ 85,000 | $ 0 | $ 0 |
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, 2021 | Jun. 30, 2020 | Jun. 30, 2019 |
Consulting and professional fees | $ 954 | $ 567 | $ 719 |
Research and development | 0 | 80 | |
Payroll and related benefits | 3,493 | 24 | 28 |
Other | 155 | 12 | 85 |
Accrued expenses and other current liabilities | $ 4,602 | $ 683 | $ 832 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | 2 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Apr. 29, 2020 | |
Debt Instrument [Line Items] | ||||
Proceeds from long term debt others | $ 255,000 | |||
Loan Under Coronavirus Relief Aid And Economic Security Act [Member] | Fortis Private Bank [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face value | $ 255,000 | |||
Proceeds from long term debt others | $ 255,000 | |||
Long term debt stated interest rate | 1.00% | |||
Long term debt term | 2 years | |||
Long term debt terms of payment | Principal and interest are payable monthly commencing | |||
Long term debt maturity start date | Aug. 15, 2021 | |||
Loan Under Coronavirus Relief Aid And Economic Security Act [Member] | Fortis Private Bank [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Forgiveness Application Period After Origination Date Of Loan | 8 days | |||
Loan Under Coronavirus Relief Aid And Economic Security Act [Member] | Fortis Private Bank [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Forgiveness Application Period After Origination Date Of Loan | 24 days |
Commitments and contingencies -
Commitments and contingencies - Schedule of Commitments and Contingencies (Detail) $ in Thousands | Jun. 30, 2021USD ($) |
2022 | $ 83 |
2023 | 83 |
2024 | 83 |
2025 | 28 |
Future Minimum Payments | $ 277 |
Commitments and contingencies_2
Commitments and contingencies - Additional Information (Detail) - USD ($) | Jan. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 |
Rent expenses | $ 400,000 | $ 500,000 | $ 200,000 | |
Davita Inc [Member] | Master Care Coordination Services Agreement [Member] | ||||
Initial term of agreement | 3 years | |||
Renewal term | 1 year | |||
Monthly payment commitment for care coordination services multiplied by the number of covered patients | $ 10 | |||
Payment commitment for patient engagement services multiplied by the number of covered patients | $ 3.50 | |||
Maximum [Member] | ||||
Lease term | 5 years | |||
SafeHarborPlan [Member] | ||||
Defined benefit contribution percentage | 5.00% | |||
Defined benefit contribution amount | $ 200,000 | $ 100,000 | $ 14,000 |
License and services agreemen_2
License and services agreements - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Disclosure Of License Agreements [Line Items] | |||
Revenue | $ 1,491,000 | ||
Research and development expenses | 10,040,000 | $ 4,565,000 | $ 4,316,000 |
Amount due to ISMMS under Study | 300,000 | ||
Ismms Fractal Dl License Agreement [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Annual license maintenance fees payable within one year | 25,000 | ||
Annual license maintenance fees payable after one Year and within Two Years | 50,000 | ||
Annual license maintenance fee payable after two years and within three years | 50,000 | ||
Annual license maintenance fee payable after three years and within four years | 100,000 | ||
Annual license maintenance fee payable after four years and within five years | 100,000 | ||
Annual license maintenance fee payable after five years and within six years | 100,000 | ||
Annual license maintenance fee payable after six years and within seven years | 100,000 | ||
Annual license maintenance fee payable after seven years and within eight years | 200,000 | ||
Annual License maintenance fee payable eight years and thereafter | $ 200,000 | ||
Joslin License [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Royalty as a percentage of net sales | 5.00% | 5.00% | |
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 | ||
Payable Upon Receipt of Regulatory Clearance and Approval [Member] | Ismms Fractal Dl License Agreement [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Other commitments | $ 300,000 | $ 300,000 | |
Payable Upon Receipt of Us Cms Reimbursement Code [Member] | Ismms Fractal Dl License Agreement [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Other commitments | $ 300,000 | $ 300,000 | |
Milestone Three [Member] | Joslin License [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Percentage of obligation on sublicense consideration received | 25.00% | 25.00% | |
Milestone One [Member] | Ismms Fractal Dl License Agreement [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Milestone payment payable | $ 1,000,000 | $ 1,000,000 | |
Milestone One [Member] | Joslin License [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Milestone payment payable | 300,000 | 300,000 | |
Milestone One [Member] | Fractal Dx [Member] | Ismms Fractal Dl License Agreement [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Revenue | 50,000,000 | 50,000,000 | |
Milestone One [Member] | Licensed Products [Member] | Joslin License [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Revenue | 2,000,000 | 2,000,000 | |
Milestone Two [Member] | Ismms Fractal Dl License Agreement [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Milestone payment payable | 4,000,000 | 4,000,000 | |
Milestone Two [Member] | Joslin License [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Milestone payment payable | 1,000,000 | 1,000,000 | |
Milestone Two [Member] | Fractal Dx [Member] | Ismms Fractal Dl License Agreement [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Revenue | 250,000,000 | 250,000,000 | |
Milestone Two [Member] | Licensed Products [Member] | Joslin License [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Revenue | $ 10,000,000 | $ 10,000,000 | |
Maximum [Member] | Ismms Fractal Dl License Agreement [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Royalty as a percentage of net sales | 8.00% | 8.00% | |
Expiration period from first commercial sale of product | 12 years | ||
Maximum [Member] | Milestone Three [Member] | Ismms Fractal Dl License Agreement [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Percentage of obligation on sublicense consideration received | 70.00% | 70.00% | |
Minimum [Member] | Ismms Fractal Dl License Agreement [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Royalty as a percentage of net sales | 6.00% | 6.00% | |
Minimum [Member] | Milestone Three [Member] | Ismms Fractal Dl License Agreement [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Percentage of obligation on sublicense consideration received | 15.00% | 15.00% | |
Mount Sinai [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Estimated cost for carrying out of clinical study and fund upon approval of study protoal by the institutional review board | $ 700,000 | ||
Mount Sinai [Member] | Mount Sinai COVID-19 sponsored research agreement [Member] | MASKeD-COVID Study [Mmeber] | |||
Disclosure Of License Agreements [Line Items] | |||
Amount obligated to pay for all direct and indirect costs incurred under agreement | 1,800,000 | ||
Expensed amount | 300,000 | ||
Mount Sinai [Member] | ISSMS And SRA [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Research and development expenses | 400,000 | $ 200,000 | $ 200,000 |
Mount Sinai [Member] | Milestone One [Member] | ISSMS And SRA [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Milestone payment payable | 1,500,000 | 1,500,000 | |
Revenue | 50,000,000 | 50,000,000 | |
Mount Sinai [Member] | Milestone Two [Member] | ISSMS And SRA [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Milestone payment payable | 7,500,000 | 7,500,000 | |
Revenue | $ 300,000,000 | $ 300,000,000 | |
Mount Sinai [Member] | Maximum [Member] | ISSMS And SRA [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Royalty as a percentage of net sales | 5.00% | 5.00% | |
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 | 25.00% | 25.00% | |
Mount Sinai [Member] | Minimum [Member] | ISSMS And SRA [Member] | |||
Disclosure Of License Agreements [Line Items] | |||
Royalty as a percentage of net sales | 4.00% | 4.00% | |
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 | 15.00% | 15.00% |
Shareholders' equity - Addition
Shareholders' equity - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Stockholders' Equity Note [Abstract] | ||
Common stock shares authorized | 76,463,244 | 62,444,992 |
Cash dividends | $ 0 |
Share-based compensation - Addi
Share-based compensation - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share based compensation weighted average fair value of the options granted | $ 10.63 | ||
share-based compensation expense | $ 2,586,000 | $ 1,159,000 | $ 525,000 |
General and Administrative [Member] | |||
share-based compensation expense | 1,903,000 | 591,000 | 203,000 |
Research and Development [Member] | |||
share-based compensation expense | $ 683,000 | $ 568,000 | $ 322,000 |
Renalytix AI plc Share Option Plan [Member] | |||
Share based Compensation options vested | 80,724 | ||
Share based compensation weighted average fair value of the options granted | $ 6.60 | $ 2.09 | $ 0.97 |
Unrecognized compensation expense related to stock options | $ 9,000,000 | ||
Unrecognized compensation expense related to stock options weighted average period | 2 years 7 days | ||
Share based compensation weighted aggregate intrinsic value of the options outstanding | $ 45,200,000 | ||
Share based compensation weighted aggregate intrinsic value of the options exercisable | $ 31,800,000 | ||
Equity Incentive Plan [Member] | |||
Common stock reserved for future issuance | 2,937,005 | ||
Equity Incentive Plan [Member] | Restricted Stock [Member] | |||
Share based Compensation options granted | 602,100 | ||
Share based Compensation options granted percentage | 25.00% | ||
Share based Payment terms of award description | The options granted as of June 30, 2021 vest equally over twelve quarters following the grant date, with the exception of 80,724 options which vested immediately when granted, 602,100 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 | ||
Share based Compensation options granted percentage | 8.00% | ||
Share based Payment terms of award description | 500,000 whichvest 1/12th on the one year anniversary and equally over twelve quarters following the one year anniversary. | ||
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 | 85.00% | ||
Share based compensation,Employees may contribute upto their eligible compensation for purchase of common stock ,Percentage | 15.00% | ||
Share based compensation,Purchase of Maximum number of shares worth of common stock for each calender year in which rights is outstanding | 25,000 | ||
Share based compensation, number of shares purchased | 17,652 | ||
Employee Share Purchase Plan Member [Member] | General and Administrative [Member] | |||
share-based compensation expense | $ 57,000 | ||
Employee Share Purchase Plan Member [Member] | Research and Development [Member] | |||
share-based compensation expense | $ 20,000 | ||
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 | 1.00% | ||
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, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
share-based compensation expense | $ 2,586 | $ 1,159 | $ 525 |
Research and Development [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
share-based compensation expense | 683 | 568 | 322 |
General and Administrative [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
share-based compensation expense | $ 1,903 | $ 591 | $ 203 |
Share-based compensation - Su_2
Share-based compensation - Summary of Stock Option Pricing Model Assumption (Detail) | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 5 years 10 months 24 days | 5 years 8 months 12 days | 5 years 9 months 18 days |
Expected volatility | 70.20% | 63.70% | 66.90% |
Risk-free rate | 0.80% | 1.70% | 3.10% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Share-based compensation - Su_3
Share-based compensation - Summary of Option Activity (Detail) - $ / shares | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Number of shares under option plan, Beginning balance | 3,028,858 | |
Number of shares under option plan, Granted | 1,387,100 | |
Number of shares under option plan, Exercised | 150,000 | |
Number of shares under option plan, Ending balance | 4,265,958 | 3,028,858 |
Number of shares under option plan, Exercisable at June 30, 2021 | 2,495,621 | |
Number of shares under option plan, Vested and expected to vest at June 30, 2021 | 4,265,958 | |
Weighted-average exercise price per option, Beginning balance | $ 1.95 | |
Weighted-average exercise price per option, Granted | 10.63 | |
Weighted-average exercise price per option, Exercised | 1.57 | |
Weighted-average exercise price per option, Ending balance | 4.73 | $ 1.95 |
Weighted-average exercise price per option, Exercisable at June 30, 2021 | 2.18 | |
Weighted- average exercise price per option Vested and expected to vest at June 30, 2021 | $ 4.73 | |
Weighted- Average Remaining Contractual Life (years) | 8 years 2 months 12 days | 8 years 7 months 6 days |
Weighted- average remaining contractual life Exercisable at June 30, 2021 | 7 years 7 months 6 days | |
Weighted- average remaining contractual life Vested and expected to vest at June 30, 2021 | 8 years 2 months 12 days |
Income taxes - Summary of Opera
Income taxes - Summary of Operations Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |||
United Kingdom | $ (6,119) | $ (1,898) | $ (37,803) |
United States | (29,137) | (7,946) | (4,498) |
Total | $ (35,336) | $ (9,844) | $ (42,301) |
Income taxes - Additional Infor
Income taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Line Items] | |||
Income tax expense benefit domestic | $ 0 | $ 0 | $ 0 |
Income tax expense benefit foreign | 0 | 0 | 0 |
Unrecognised tax benefits | 0 | 0 | $ 0 |
Deferred tax assets increase decrease in valuation allowance | $ 13,700,000 | $ 2,300,000 | |
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. | ||
United Kingdom | |||
Income Tax Disclosure [Line Items] | |||
Threshold percentage set off of annual profits by operating loss carry forward | 50.00% | ||
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, Irish and federal net operating loss carryforwards have no expiration. | The UK, Irish 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, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |||
U.K. tax benefit at statutory rate | (19.00%) | (19.00%) | (19.00%) |
State taxes, net of federal benefit | (12.40%) | (6.60%) | (1.20%) |
Permanent differences | (0.10%) | 1.60% | 8.00% |
Research and development | (0.10%) | 0.00% | 0.00% |
Change in valuation allowance | 34.50% | 25.00% | 11.40% |
Other | (2.90%) | (1.00%) | 0.80% |
Effective tax rate | 0.00% | 0.00% | 0.00% |
Income taxes - Summary of Compa
Income taxes - Summary of Company's Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 |
Deferred tax assets: | |||
Net operating losses | $ 13,491 | $ 4,296 | $ 1,832 |
Research and development licenses | 4,133 | 2,550 | 2,831 |
Development costs | 418 | 301 | |
Share-based compensation | 762 | 198 | 88 |
Unrealized foreign exchange loss | 1,739 | ||
Deferred Interest expense | 2,112 | ||
Accrued expenses | 741 | ||
Other | 144 | 6 | |
Valuation allowances | (21,046) | (7,331) | (5,000) |
Total deferred tax assets | 2,076 | 131 | 58 |
Deferred tax liabilities: | |||
Depreciation | (431) | (91) | (58) |
Mark-to-market securities | (1,645) | 0 | 0 |
Other | 0 | (40) | 0 |
Total deferred tax liabilities | (2,076) | (131) | (58) |
Net deferred tax | $ 0 | $ 0 | $ 0 |
Income taxes - Summary of Com_2
Income taxes - Summary of Company's Net Operating Loss Carryforwards (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 |
Ireland | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 726 | ||
United Kingdom | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 9,981 | $ 3,640 | $ 1,667 |
U.S. Federal [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 33,613 | 11,817 | 4,770 |
U.S. State and Local [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 67,291 | $ 21,520 | $ 9,540 |
Related-party transactions - Ad
Related-party transactions - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Related Party Transaction [Line Items] | |||
Equity method investments at fair value | $ 0 | ||
Equity method investment net income loss | (2,112,000) | $ (63,000) | |
Due to affiliates current | $ 175,000 | ||
Capital Unit, Class A [Member] | Mount Sinai [Member] | |||
Related Party Transaction [Line Items] | |||
Equity method investment shares | 750 | ||
Other Income [Member] | |||
Related Party Transaction [Line Items] | |||
Decrease in liability due to change in estimate | $ 500,000 | ||
Ekf Diagnostics [Member] | |||
Related Party Transaction [Line Items] | |||
Related party transaction expenses | 200,000 | 200,000 | $ 100,000 |
Icahn School Of Medicine At Mount Shenai [Member] | |||
Related Party Transaction [Line Items] | |||
Related party transaction expenses | 1,300,000 | $ 300,000 | $ 400,000 |
Amount due to related party | 300,000 | ||
Kantaro Bio Sciences LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Loan commitment to related party | $ 83,333 | ||
Percentage of loan repayment due to be received | 25.00% | ||
Equity method investment ownership percentage | 25.00% | ||
Payment towards advances to related parties | $ 250,000 | ||
Equity method investment net income loss | (200,000) | ||
Carrying value of investment written down | $ 0 | ||
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 | $ 300,000 | ||
Additional loan commitment to related party | $ 500,000 | ||
Percentage of loan repayment due to be received | 75.00% | ||
Equity method investment ownership percentage | 75.00% | ||
Kantaro Bio Sciences LLC [Member] | Advisory Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Period of service agreement with related party | 5 years | ||
Fair value of services to be provided to the related party | $ 800,000 | ||
Due to affiliates | 800,000 | ||
Recognised amount for services performed under agreement | 1,000,000 | ||
Kantaro Bio Sciences LLC [Member] | Advisory Agreement [Member] | Valuation Technique, Discounted Cash Flow [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Related Party Transaction [Line Items] | |||
Fair value of services to be provided to the related party | 2,000,000 | ||
Due to affiliates | $ 2,000,000 | ||
Kantaro Bio Sciences LLC [Member] | Advisory Agreement [Member] | Capital Unit, Class A [Member] | |||
Related Party Transaction [Line Items] | |||
Equity method investment shares | 250 | ||
Kantaro Bio Sciences LLC [Member] | 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 | $ 2,000,000 | ||
Kantaro Bio Sciences LLC [Member] | Commitment To Lend Additional Amount [Member] | |||
Related Party Transaction [Line Items] | |||
Additional loan commitment to related party | 166,667 | ||
Kantaro Bio Sciences LLC [Member] | Research and Development [Member] | Advisory Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Costs incurred related to the performance of the services | 500,000 | ||
Kantaro Bio Sciences LLC [Member] | General and Administrative [Member] | Advisory Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Costs incurred related to the performance of the services | $ 200,000 |