REG - Renalytix PLC - Result of Fundraise

RenalytixAnnouncement

22/09/2025 17:30

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RNS Number : 3207A  Renalytix PLC  22 September 2025

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (TOGETHER THIS
"ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, NEW
ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION
WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION
OR BREACH OF ANY APPLICABLE LAW OR REGULATION ("RESTRICTED JURISDICTION").
PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE
INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU) NO.
596/2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

22 September 2025

 

Renalytix plc

("Renalytix" or the "Company")

 

Result of Fundraise

 

Renalytix plc (LSE: RENX) (OTCQB: RNLXY), a precision medicine company
with kidneyintelX.dkd, the only FDA-approved and Medicare reimbursed
prognostic test to support early-stage risk assessment in chronic kidney
disease, confirms that, further to the Company's announcement released at 7:00
a.m. on 22 September 2025 (RNS Number: 2180A) (the "Fundraising
Announcement"), the bookbuild has now closed and the Company has,
conditionally, raised gross proceeds of £5.20 million by way of a successful
placing of, and subscription for, a total of 54,741,582 new Ordinary Shares at
the Issue Price of 9.5 pence per share (the "Placing and Subscription").

 

Oberon Capital (a trading name of Oberon Investments Limited) is acting as
sole bookrunner in respect of the Placing. The Placing, which was
significantly oversubscribed, was undertaken through an accelerated bookbuild
process.

 

The Retail Offer remains open for individual investors until 4.30 p.m. on 25
September 2025 and the result of the Retail Offer will be made as soon as
practicable thereafter.

 

James McCullough, CEO of Renalytix commented: "The successful result of this
fundraising provides important resources to support our growth and new
collaboration with Tempus AI.  Together we can expand advanced precision
medicine testing to directly into the existing clinical work flow of the some
250,000 U.S. primary care physicians  caring for one of the largest chronic
diseases populations today."

 

Capitalised terms used in this announcement (the "Announcement") have the
meanings given to them in the Fundraising Announcement, unless the context
provides otherwise.

 

The Placing and Subscription and the issue of the Placing and Subscription
Shares are conditional upon, amongst other things:

 

 ●    the Placing Agreement having become unconditional (save for First Admission
      and Second Admission) and not having been terminated in accordance with its
      terms prior to First Admission and Second Admission; and

 ●    First Admission for the First Tranche Shares taking place by no later than
      8:00 a.m. on 26 September 2025 and Second Admission for the Second Tranche
      Shares taking place no later than 8:00 a.m. on 29 September 2025  (or such
      later date and/or time as the Bookrunner and the Company may agree, being no
      later than the Second Long Stop Date).

 

Director Participation

 

Julian Baines, Christopher Mills, Catherine Coste and Robert Naylor, being
Directors of the Company, have subscribed for an aggregate of 2,815,789 in a
combination of Placing Shares and Subscription Shares at the Issue Price for
an aggregate amount of approximately £267,500 as set out below.

 

 Director            Current        Number of Placing Shares  Resulting Shareholding

                     Shareholding
 Julian Baines       1,848,700      105,263                   1,953,963
 Christopher Mills*  14,561,345     2,500,000                 17,061,345
 Robert Naylor       588,055        105,263                   693,318
 Catherine Coste     279,866        105,263                   385,129

 

*Christopher Mills' shareholding includes shares held through North Atlantic
Smaller Companies Investment Trust plc and Oryx International Growth Fund
Limited. Christopher Mills is a partner and Chief Investment Officer of
Harwood Capital LLP. Harwood Capital LLP is investment manager to North
Atlantic Smaller Companies Investment Trust plc and investment adviser to Oryx
International Growth Fund Limited.

 

Those Directors listed above have agreed to a 6 month lock-in on shares
subscribed for in the Placing. The updated percentage holdings of the
Company's Directors and significant shareholders will be disclosed in due
course along with the result of the Retail Offer.

 

Related Party Transaction

The participation by the four Directors listed above constitutes a related
party transaction within the meaning of the AIM Rules for Companies (the "AIM
Rules"). Accordingly, the Directors who are independent of the related party
transaction (being James McCullough, Erik Lium and Fergus Fleming), having
consulted with the Company's Nominated Adviser for the purposes of the AIM
Rules, consider the terms of the participation of those Directors to be fair
and reasonable insofar as the Company's shareholders are concerned.

 

Admission and Total Voting Rights

Application will be made to the London Stock Exchange for the First Admission
and the Second Admission respectively. It is expected that settlement of the
9,253,679 First Tranche Placing Shares will take place on or around 26
September 2025 and First Admission will become effective and dealings in the
First Tranche Placing Shares will commence at that time. It is expected that
settlement of the  45,487,903 Second Tranche Placing Shares (which includes
the 5,473,684 Subscription Shares) will take place within one trading day of
First Admission, on or around 29 September 2025, and that the Second Admission
will become effective and dealings in the Second Tranche Placing Shares will
commence at that time.

 

Following First and Second Admission, the Company will have 385,947,594
Ordinary Shares in issue. The Placing and Subscription Shares when issued,
will be fully paid and will rank pari passu in all respects with the
existing Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid after the date of issue.

 

For further information, please contact:

 

 Renalytix Plc                                                             www.renalytix.com (http://www.renalytix.com)

 James McCullough, CEO                                                     Via Walbrook PR

 SP Angel Corporate Finance LLP  (Nominated Adviser and Joint Broker)      Tel: 0203 470 0470

 Jeff Keating / David Hignell (Corporate Finance)

 Vadim Alexandre (Corporate Broking)

 Oberon Capital (Sole Bookrunner and Joint Broker)                         Tel: 020 3179 5300

 Mike Seabrook / Nick Lovering / Aimee McCusker

 Walbrook PR Limited                  Tel: 020 7933 8780 or renalytix@walbrookpr.com

                                    (mailto:renalytix@walbrookpr.com)
 Paul McManus / Alice Woodings

                                      Mob: 07980 541 893 / 07407 804 654

 

The person responsible for making this Announcement on behalf of the Company
is

James McCullogh, Chief Executive Officer.

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM:

 

 1.  Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name:                                                         1.    Julian Baines

                                                                   2.    Christopher Mills

                                                                   3.    Robert Naylor

                                                                   4.    Catherine Coste

 2.  Reason for the notification
 a)  Position/status:                                              1.    Executive Chairman

                                                                   2.    Non-Executive Director

                                                                   3.    Non-Executive Director

                                                                   4.    Non-Executive Director

 b)  Initial notification/Amendment:
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name:                                                         Renalytix Plc
 b)  LEI:                                                          213800NTOH3FK3WER551
 4.  Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted.
 a)  Description of the financial instrument, type of instrument:  Ordinary Shares of £0.0025 each

     Identification code:

                                                                   ISIN: GB00BYWL4Y04
 b)  Nature of the transaction:                                    Subscription for Placing Shares
 c)  Price(s) and volume(s):

Price(s)            Volume(s)
                                                                   1.    9.5 pence     105,263
                                                                   2.    9.5 pence     2,500,000
                                                                   3.    9.5 pence     105,263
                                                                   4.    9.5 pence     105,263
 d)  Aggregated information:                                       Single transactions as in 4 c) above

     Aggregated volume:

     Price:
 e)  Date of the transaction:                                      22 September 2025
 f)  Place of the transaction:                                     Outside a trading venue

d)

Aggregated information:

Aggregated volume:

Price:

Single transactions as in 4 c) above

 

e)

Date of the transaction:

22 September 2025

f)

Place of the transaction:

Outside a trading venue

 

 

Important Notice

 

SP Angel Corporate Finance LLP  ("SP Angel"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively for the
Company as nominated adviser and no-one else in connection with the Placing
and will not regard any other person as a client in relation to the Placing
and will not be responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in relation to the
Placing or any other matter referred to herein. Its responsibilities as
nominated advisor to the Company are owed to the London Stock Exchange plc and
are not owed to the Company or to any director or shareholder of the Company
or any other person including, without limitation, in respect of any decision
to acquire Placing Shares in reliance on any part of this Announcement.

 

Oberon Capital (a trading name of Oberon Investments Limited) ("Oberon"),
which is authorised and regulated by the FCA in the United Kingdom, is acting
as sole broker and bookrunner to the Company in connection with the Placing.
Oberon will not be responsible to any person other than the Company for
providing the protections afforded to clients of Oberon or for providing
advice to any other person in connection with the Placing or any acquisition
of shares in the Company.

 

Neither SP Angel nor Oberon is not making any representation or warranty,
express or implied, as to the contents of this Announcement.

 

UK Product Governance Requirements

 

Solely for the purposes of the product governance requirements contained
within Chapter 3 of the FCA Handbook Product Intervention and Product
Sourcebook (the "UK Product Governance Requirements") and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have been subject
to a product approval process, which has determined that the Placing Shares
are: (i) compatible with an end target market of: (a) retail investors, (b)
investors who meet the criteria of professional clients and (c) eligible
counterparties (each as defined in the FCA Handbook Conduct of Business
Sourcebook); and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Ordinary Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the offer. In all circumstances Oberon will only procure investors
who meet the criteria of professional clients and eligible counterparties.

 

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of the
FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution channels.

 

Forward-Looking Statements

 

This Announcement includes "forward-looking statements" which includes all
statements other than statements of historical fact, including, without
limitation, those regarding the Company's financial position, business
strategy, plans and objectives of management for future operations, or any
statements preceded by, followed by or that include the words "targets",
"believes", "expects", "aims", "intends", "will", "may", "anticipates",
"would", "could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks, uncertainties and
other important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Company to be materially
different from future results, performance or achievements expressed or
implied by such forward-looking statements. Such forward-looking statements
are based on numerous assumptions regarding the Company's present and future
business strategies and the environment in which the Company will operate in
the future. These and other risks are described more fully in the Company's
filings with the SEC, including the "Risk Factors" section of its Annual
Report on Form 10-K filed with the SEC, and other filings the Company makes
with the SEC from time to time. These forward-looking statements speak only as
at the date of this Announcement. The Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions to any
forward-looking statements contained herein to reflect any change in the
Company's expectations with regard thereto or any change in events, conditions
or circumstances on which any such statements are based unless required to do
so by applicable law or the AIM Rules for Companies.

 

No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company.

 

This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. Each investor or
prospective investor should conduct his, her or its own investigation,
analysis and evaluation of the business and data described in this
Announcement and publicly available information.

 

The new Ordinary Shares to be issued pursuant to the Fundraise will not be
admitted to trading on any stock exchange other than the AIM market of the
London Stock Exchange plc.

 

The price and value of Ordinary Shares of the Company can go down as well as
up. Past performance is not a guide to future performance.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this Announcement.

 

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