Result of Fundraise
Summary by AI BETAClose X
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.
3 September 2026
Renalytix plc
("RenalytixTM" or the "Company")
Result of Fundraise
Renalytix plc (LSE: RENX) (OTCQB: RNLXY), a precision medicine diagnostics company focussed on kidney disease, confirms that, further to the Company's announcement released at 7.01 a.m. on 1 September 2026 (RNS Number: 8254S) (the "Fundraising Announcement"), the Bookbuild has now closed and the Company has conditionally raised gross proceeds of £10.1 million by way of a successful Placing of, and Subscription for, a total of 168,366,151 new Ordinary Shares at the Issue Price of 6 pence. In addition, the issue of the Conversion Shares to Heights Capital Management Inc ("HCM"), also at the Issue Price of 6p, results in an aggregate transaction value of £13.6 million.
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 via the Bookbuild.
Private and other investors will be provided with an opportunity to participate in the Fundraise alongside institutional investors through WRAP and further announcements will be made shortly in connection with the Retail Offer.
James McCullough, CEO of RenalytixTM commented: "This Fundraise has significantly strengthened our balance sheet and allows us to pivot our operations to support national access and logistics with our new collaborator, Quest Diagnostics, for kidneyintelX.dkdTM testing services. Beginning in 2027, we have a rare opportunity to establish predictive algorithmic blood testing at scale with the leader in cardiovascular, renal, metabolic and wellness testing. I am grateful for our new and long-term investors and shareholders who have enabled this moment to emerge for millions of potential patients in the United States."
Capitalised terms used in this announcement (the "Announcement") have the meanings given to them in the Fundraising Announcement, unless the context provides otherwise.
First Tranche of the Fundraise
The first tranche of the Fundraise will now complete and the issue of the 57,729,741 Conversion Shares to HCM and the 109,082,253 First Tranche Placing Shares is conditional upon, amongst other things:
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the Placing Agreement having become unconditional and not having been terminated in accordance with its terms; and
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Admission of the First Tranche Placing Shares and the Conversion Shares taking place by no later than 8:00 a.m. on 8 September 2026 (or such later date and/or time as the Bookrunner and the Company may agree, being no later than the First Long Stop Date).
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Second Tranche of the Fundraise
The second tranche of the Fundraise, which will be subject to shareholder approval at the General Meeting, will consist of the issue of up to 8,583,333 Second Tranche Placing Shares, 52,792,950 Subscription Shares and the Retail Offer Shares.
Following the release of the Fundraising Announcement, VenHedge Capital Partners, LP ("VenHedge") agreed to invest an additional US$250,000 (£184,665) on top of its existing US$2.5 million commitment, increasing its participation in the Fundraise to a total of US$2.75 million (£2,031,319). VenHedge have entered into an updated subscription agreement to reflect a total subscription of US$2.75 million (£2,031,319).
Circular and Notice of General Meeting
RenalytixTM will shortly publish a Circular which will include a Notice of General Meeting setting out the shareholder resolutions requiring approval and the Board's recommended support for the resolutions. It is expected that the General Meeting will be held on or around 28 September 2026.
Director/PDMR Participation
Certain Directors, being Christopher Mills, James McCullough, Erik Kristian Lium, Joel Jung and Catherine Havlik Coste have participated in the Placing. Their respective participation is set out in the table below. Total Insider Participation comprises US$303,366 (£224,085), in aggregate through the issue of 3,734,744 new Ordinary Shares at the Issue Price. Joel Jung has participated US$50,000 via (and as part of) a subscription of approximately US$2.75 million (approximately £2,031,319) placed by VenHedge, in which Joel Jung is a part-time consulting CFO and which is run and controlled by persons connected to Joel Jung.
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Director |
Current Shareholding |
Number of Placing or Subscription Shares |
Resulting Shareholding post General Meeting |
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Christopher Mills* |
17,061,345 |
1,166,666 |
18,228,011 |
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James McCullough** |
3,430,096 |
105,874 |
3,535,970 |
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Erik Kristian Lium |
- |
615,551 |
615,551 |
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Joel Jung*** |
333,855 |
615,551 |
949,406 |
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Catherine Havlik Coste |
385,129 |
1,231,102 |
1,616,231 |
* Christopher Mills is partner and Chief Executive 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. Christopher's shareholding disclosure is held by North Atlantic Smaller Investment Trust PLC, Oryx International Growth Fund Limited and Harwood Capital LLP.
** James McCullough's shareholding includes shares held through his family trust, The McCullough 2020 Irrevocable Trust.
*** Joel Jung's shareholding includes shares held through VenHedge.
Those Directors listed above have agreed to a 6-month lock-in on shares subscribed for in the Placing or Subscription. The updated percentage holdings of the Company's Directors and significant shareholders will be disclosed in due course following the General Meeting.
Transaction Summary
· First Tranche Shares 166,811,996, comprising: -
o First Tranche Placing Shares - 109,082,255
o Conversion Shares - 57,729,741
· Second Tranche Shares 78,042,948 , comprising:
o Second Tranche Placing Shares -up to 8,583,333
o Subscription Shares - 52,792,950
o Retail Offer Shares - up to16,666,667
The Retail Offer
The Directors value the Company's retail investor base and believe that it is appropriate to provide private and other investors with an opportunity to participate in the Fundraise alongside institutional investors. The Company therefore intends to open this opportunity to individual investors through WRAP, and further announcements will be made shortly in connection with the Retail Offer. For the avoidance of doubt, the Retail Offer is not part of the Placing and is the sole responsibility of the Company. Oberon and SP Angel have no responsibilities, obligations, duties or liabilities (whether arising pursuant to any contract, law, regulation, or tort) in relation to the same.
Capital Access Window
As detailed in the Fundraising Announcement, the Company entered a Capital Access Window at 7:45 a.m. BST on 1 September 2026, in order to reach a broader range of investors during the Placing. It is intended that the Capital Access Window will remain open until after the Retail Offer has closed, with normal trading in the Company's existing Ordinary Shares expected to resume shortly thereafter.
Debt Conversion
HCM has converted the entirety of its outstanding debt into equity at the Issue Price and has further undertaken not to sell, transfer or otherwise dispose of any of the shares issued pursuant to such conversion for a period of six months following completion of the conversion. This has resulted in the issue of 57,729,741 Conversion Shares. Following the issue of the Conversion Shares, HCM will hold 94,431,274 Ordinary Shares in the Company. Following completion of the conversion, the Company now has no debt outstanding to HCM.
Admission and Total Voting Rights
Application has been made to the London Stock Exchange for the First Tranche Placing Shares and the Conversion Shares (together the "First Tranche Shares"). It is expected that settlement of the First Tranche Shares will take place on or around 8 September 2026 and Admission will become effective and dealings in the First Tranche Shares will commence at that time.
Following Admission of the First Tranche Placing Shares, the Company will have 603,830,676 Ordinary Shares in issue. The First Tranche Placing 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.
Application will also be made to the London Stock Exchange for the Second Tranche Placing Shares, the Subscription Shares and the Retail Offer Shares (together the "Second Tranche Shares"). It is expected that settlement of the Second Tranche Shares will take place on or around 29 September 2026 following the General Meeting and Admission will become effective and dealings in the Second Tranche Shares will commence at that time.
Investor presentation & Capital Markets Day
Renalytix will host a live online presentation open to all existing and potential investors shortly after the conclusion of the General Meeting via the Investor Meet Company platform.
Investors can sign up to Investor Meet Company for free and follow Renalytix via: https://www.investormeetcompany.com/renalytix-plc-1/register
The investor presentation will be available on the Company's website and a recording of the presentation and responses to the Q&A session will be available on the Investor Meet Company platform afterwards.
Additionally, Renalytix will be hosting a Capital Markets Day for investors in the City of London in October. Further details of both events will be announced via RNS in due course. To register your interest in the Capital Markets Day, please email renalytix@walbrookpr.com.
For further information, please contact:
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Renalytix plc |
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James McCullough, CEO |
Via Walbrook PR |
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SP Angel Corporate Finance LLP (Nominated Adviser, Joint Broker) |
Tel: +44 (0)20 3470 0470 |
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David Hignell / Jen Clarke (Corporate Finance) |
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Vadim Alexandre (Corporate Broking) |
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Oberon Capital (Joint Broker) |
Tel: +44 (0)20 3179 5300 |
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Mike Seabrook / Nick Lovering |
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Walbrook PR Limited |
Tel: +44 (0)20 7933 8780 or renalytix@walbrookpr.com |
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Paul McManus / Alice Woodings |
Mob: +44 (0)7980 541 893 / +44 (0)7407 804 654 |
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LEI - 213800NTOH3FK3WER551
The person responsible for arranging for the release of this Announcement on behalf of RenalytixTM is James McCullough, CEO.
About kidneyintelX.dkd and RenalytixTM (www.kidneyintelx.com and www.renalytix.com)
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM:
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1. |
Details of the person discharging managerial responsibilities/person closely associated |
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a) |
Name: |
1. Christopher Mills 2. James McCullough 3. Erik Kristian Lium 4. Joel Jung (via VenHedge Capital Partners, LP) 5. Catherine Havlik Coste |
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2. |
Reason for the notification |
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a) |
Position/status: |
1. Non-Executive Director 2. CEO 3. Non-Executive Director 4. CFO 5. Non-Executive Director
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b) |
Initial notification/Amendment: |
Initial Notification |
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3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a) |
Name: |
Renalytix plc |
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b) |
LEI: |
213800NTOH3FK3WER551 |
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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. |
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a) |
Description of the financial instrument, type of instrument: Identification code: |
Ordinary Shares of £0.0025 each
ISIN: GB00BYWL4Y04 |
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b) |
Nature of the transaction: |
Subscription for Subscription Shares |
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c) |
Price(s) and volume(s): |
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d) |
Aggregated information: Aggregated volume: Price: |
Single transactions as in 4 c) above
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e) |
Date of the transaction: |
2 September 2026 |
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f) |
Place of the transaction: |
Outside a trading venue |
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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.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
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