| Item 1.01. | Entry into a Material Definitive Agreement |
Renalytix plc (the “Company”) has entered into subscription letters ((collectively, the “Subscription Agreement”) with certain Qualified Institutional Buyers (as defined in Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”)) and Company insiders, and on October 1, 2024, the Company entered into a Placing Agreement (the “Placing Agreement” and together with the Subscription Agreement, the “Agreements”) with Oberon Investments Limited (the “Bookrunner”). Pursuant to the Placing Agreement (the “Placing”), the Company agreed to allot and issue up to an aggregate of 92,773,922 new ordinary shares, nominal value £0.0025 per ordinary share (the “Ordinary Shares”), and pursuant to the Subscription Agreement (the “Subscription” and together with the Placing, the “Fundraise”), the Company agreed to allot and issue up to an aggregate of 38,387,634 Ordinary Shares, to certain investors (the “Placees”) in unregistered offerings (together the “Private Placement”). The Agreements contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties and termination provisions. Stifel Nicolaus Europe Limited (“Stifel”) is acting as the Company’s nominated adviser in connection with the Fundraise.
The Private Placement pursuant to the Placing Agreement consists of two tranches of Ordinary Shares (the “Placing Shares”). The Company agreed to allot and issue in the first tranche 23,174,440 Placing Shares (the “EIS/VCT Tranche”) at a placing price of £0.09 per Placing Share (the “Issue Price”). The shares included in the EIS/VCT Tranche are intended to attract tax relief pursuant to the UK Enterprise Investment Scheme (“EIS”) and/or qualify under the UK Venture Capital Trust scheme (“VCT”). The closing of the EIS/VCT Tranche is anticipated to occur on or about October 9, 2024, subject to customary closing conditions (the “First Closing”). The Company anticipates receiving gross proceeds of £2,085,699.60 from the closing of the EIS/VCT Tranche of the Private Placement, before deducting fees and commissions to the Bookrunner and Stifel, and other offering expenses payable by the Company.
The Company also agreed to allot and issue a second tranche of 69,599,482 Placing Shares (the “Second Tranche”) at the Issue Price. The shares included in the Second Tranche will be non-EIS/VCT qualifying, and the closing of the Second Tranche is conditioned upon receipt of Shareholder Approval (as defined below) (the “Second Closing Trigger”). As part of the Private Placement, in accordance with the Subscription Agreements, the Company also agreed to issue an aggregate of 38,387,634 Ordinary Shares (the “Subscription Shares”) at the Issue Price, conditioned upon receipt of Shareholder Approval and subject to customary closing conditions (the “Subscription Closing” and together with the closing of the Second Tranche, the “Second Closing”). Certain officers and directors of the Company, and the director appointee, have subscribed for Shares, which will comprise approximately £244,000 in the aggregate through the issuance of 2,712,195 Shares at the Issue Price. Each participating insider has agreed to a lock-in of their shares for a period of six months. If the Second Closing Trigger occurs, the Company anticipates receiving gross proceeds of £9,718,840.44 from the Second Closing, before deducting fees and commissions to the Bookrunner and Stifel, and other offering expenses payable by the Company.
Pursuant to the Placing Agreement, the Company has agreed to hold a meeting of its shareholders (the “General Meeting”) to seek approval to give the Company’s directors authority to allot and issue the Second Tranche Shares, Subscription Shares and Conversion Shares (defined below) and to disapply statutory pre-emption rights in respect of such authority (collectively, “Shareholder Approval”).
The Company expects to use the net proceeds from the Private Placement predominantly for sales and marketing and general corporate and administrative expenses. Additionally, the Company will use approximately 10% of the net proceeds for development support for electronic health record (EHR) integrations with new health systems.
The Ordinary Shares issued or to be issued by the Company pursuant to the Private Placement have not been registered under the Securities Act, and may not be offered or sold in the United States absent effective registration or an applicable exemption from registration requirements. The Ordinary Shares issued or to be issued by the Company pursuant to the First Closing and Second Closing have been, or will be, issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
The foregoing summaries of the Placing Agreement and form of Subscription Agreement do not purport to be complete and are qualified in their entirety by reference to such agreement, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 2.01. | Termination of a Material Definitive Agreement. |
On September 30, 2024, the Company terminated its at the market offering agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (the “Agent”) dated May 15, 2024, pursuant to which the Company could issue and sell from time to time, at its option, up to $15 million of its American Depositary Shares (“ADS”) through or to the Agent, as sales agent and/or principal. No securities were sold pursuant to the Sales Agreement.
