Renalytix plc 20-F, filed Oct 28, 2020

Renalytix plc (RNLXY)

20-F 2020-10-28 For: 2020-06-30

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Added on April 06, 2026

About this 20-F

Renalytix plc filed this 20-F on October 28, 2020, covering the fiscal year ended June 30, 2020.

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American Depositary Shares, each representing two ordinary shares, nominal value £0.0025 per share	RNLX	The Nasdaq Global Market

Ordinary shares, nominal value £0.0025 per share	*	The Nasdaq Global Market*


Large accelerated filer ☐		Accelerated filer ☐		Non-accelerated filer ☒		Emerging growth company ☒


	Page
INTRODUCTION		1

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		2

PART I		4
Item 1. Identity of Directors, Senior Management and Advisers		4
Item 2. Offer Statistics and Expected Timetable		4
Item 3. Key Information		4
Item 4. Information on the Company		61
Item 4A. Unresolved Staff Comments		119
Item 5. Operating and Financial Review and Prospects		119
Item 6. Directors, Senior Management and Employees		133
Item 7. Major Shareholders and Related Party Transactions		152
Item 8. Financial Information		156
Item 9. The Offer and Listing		156
Item 10. Additional Information		157
Item 11. Quantitative and Qualitative Disclosures About Market Risk		186
Item 12. Description of Securities Other Than Equity Securities		187

PART II		190
Item 13. Defaults, Dividend Arrearages and Delinquencies		190
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds		190
Item 15. Controls and Procedures		190
Item 16A. Audit Committee Financial Expert		191
Item 16B. Code of Ethics		191
Item 16C. Principal Accountant Fees and Services		191
Item 16D. Exemptions from the Listing Standards for Audit Committees		192
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers		192
Item 16F. Change in Registrant’s Certifying Accountant		192
Item 16G. Corporate Governance		192
Item 16H. Mine Safety Disclosure		193

PART III		194
Item 17. Financial Statements		194
Item 18. Financial Statements		194
Item 19. Exhibits		194

SIGNATURES		196


(in thousands, except share and per share amounts)	Year ended June 30, 2020			Year ended June 30, 2019			From March 15, 2018 (inception) through June 30, 2018
Consolidated statements of operation and comprehensive loss:
Operating expenses:
Acquired in-process research and development	$	—		$	35,286		$	—
Research and development		4,565			4,316			193
General and administrative		5,750			2,737			374

Loss from operations		(10,315	)		(42,339	)		(567	)
Equity in losses of affiliate		(63	)		—			—
Other income (expense), net		534			38			(5	)

Net loss		(9,844	)		(42,301	)		(572	)

Net loss per ordinary share, basic and diluted	$	(0.17	)	$	(0.99	)	$	(0.03	)

Weighted average ordinary shares, basic and diluted		59,079,522			42,561,600			20,000,000


	As of June 30,
(in thousands)	2020		2019		2018
Consolidated balance sheet data:
Cash, cash equivalents and short-term investments	$	14,275	$	9,195	$	82
Total assets		20,883		9,700		115
Total liabilities		4,971		1,149		617
Total shareholders’ equity		15,912		8,551		(502	)


U.S. GAAP ☒		International Financial Reporting Standards as issued by the International Accounting Standards Board ☐		Other ☐


	Patients with Type 2 Diabetes (n=871)			Patients of African Ancestry (n=498)
Mean Age (years)		61			56
Median baseline estimated eGFR		74 ml/min/1.73m	²		83 ml/min/1.73m	²
Median uACR		13 mg/g			11 mg/g
Median follow-up (years)		4.6			5.9
Median additional retrospective* data available (years)		2.3			3.1


	Risk Cutoff		Sensitivity		Specificity		PPV		NPV
Type 2 Diabetes KidneyIntelX
Bottom 50%		0.192		0.82		0.59		0.38		0.92
Top 20%		0.444		0.50		0.89		0.58		0.86
Top 15%		0.555		0.40		0.93		0.62		0.84
Top 10%		0.707		0.29		0.96		0.68		0.82

Type 2 Diabetes Clinical Model
Bottom 50%		0.148		0.58		0.55		0.31		0.85
Top 20%		0.240		0.38		0.85		0.43		0.82
Top 15%		0.278		0.30		0.89		0.46		0.81
Top 10%		0.338		0.23		0.94		0.54		0.80

**APOL 1-HR KidneyIntelX**
Bottom 50%		0.209		0.88		0.58		0.32		0.96
Top 20%		0.438		0.60		0.89		0.56		0.91
Top 15%		0.489		0.52		0.93		0.62		0.90
Top 10%		0.546		0.36		0.96		0.66		0.87

**APOL 1-HR Clinical Model**
Bottom 50%		0.151		0.79		0.57		0.29		0.93
Top 20%		0.322		0.42		0.85		0.38		0.87
Top 15%		0.387		0.32		0.87		0.39		0.85
Top 10%		0.448		0.22		0.93		0.4		0.84


	Patients with DKD (n=1,146)
Median baseline estimated eGFR		54 ml/min/1.73m	²
Median uACR		61 mg/g
Median follow-up (years)		4.3


Risk score	KidneyIntelX				Risk score	Clinical Model
Low risk	Population	Sens	Spec	NPV	Low Risk	Population	Sens	Spec	NPV
0.04	Lowest 32%	88%	38%	91%	0.142	Lowest 32%	74%	33%	86%
0.061	Lowest 46%	81%	54%	91%	0.171	Lowest 46%	67%	48%	88%
0.0712	Lowest 48%	77%	58%	90%	0.175	Lowest 48%	67%	51%	89%

High risk	Population	Sens	Spec	PPV	High risk	Population	Sens	Spec	PPV
0.241	Top 21%	50%	88%	55%	0.288	Top 21%	41%	82%	31%
0.302	Top 16.5%	45%	93%	62%	0.319	Top 16.5%	37%	88%	37%
0.401	Top 12%	31%	96%	70%	0.361	Top 12%	28%	91%	38%


	KidneyIntelX		KDIGO
*Risk Stratification with KidneyIntelX:*
High-risk stratification		16%
Intermediate-risk stratification		37%
Low-risk stratification		47%

*Predictive Value:*
Positive predictive value in high-risk category		62%		41%
Negative predictive value in low-risk category		91%		85%


Name of Subsidiary	Country of Incorporation	Proportion of Ownership Interest
Renalytix AI, Inc.	United States	100%
Verici Dx Limited (1)	United Kingdom	100%


(in thousands)	Year ended June 30, 2020			Year ended June 30, 2019			From March 15, 2018 (inception) through June 30, 2018
Operating expenses:
Acquired in-process research and development	$	—		$	35,286		$	—
Research and development		4,565			4,316			193
General and administrative		5,750			2,737			374

Loss from operations		(10,315	)		(42,339	)		(567	)

Equity losses in affiliate		(63	)		—			—
Other income, net		534			38			(5	)

Net loss	$	(9,844	)	$	(42,301	)	$	(572	)


	Total		Less than 1 year		1 to 3 years		3 to 5 years		Greater than 5 years
Operating leases(1)	$	482	$	205	$	249	$	28	$	—
Note payable(2)	$	255	$	120	$	135	$	—	$	—

Total	$	737	$	325	$	384	$	28	$	—


Name	Age		Position(s)
*Executive Officers:*
James McCullough		52	Chief Executive Officer and Director
Fergus Fleming		53	Chief Technical Officer and Director
Thomas McLain		62	President and Chief Commercial Officer
O. James Sterling		50	Chief Financial Officer
Michael J. Donovan, Ph.D., M.D.		66	Chief Medical Officer
*Non-Executive Directors:*
Erik Lium, Ph.D.		52	Non-Executive Director
Christopher Mills		67	Non-Executive Director
Barbara Murphy, M.D.		56	Non-Executive Director
Chirag R. Parikh, Ph.D., M.D.		47	Non-Executive Director


Name	Salary and fees
Julian Baines, MBE(1)	$	14,892
Richard Evans(2).		—
Christopher Mills		22,378
Barbara Murphy, M.D.		41,605
Mount Sinai(3)		25,215
Chirag R. Parikh, Ph.D., M.D.(4)		18,030


Name	Number of ordinary shares underlying options		Option price per ordinary share
Julian Baines, MBE		—	£	—
Richard Evans.		—		—
Christopher Mills		—		—
Barbara Murphy, M.D.		269,081		1.21
Mount Sinai(1)		204,501		1.21
Chirag R. Parikh, Ph.D., M.D.		130,724		1.71


Executive Director	Salary and Consulting Fees			Non-Equity Incentive Plan Compensation(1)		Other Compensation			Total
James McCullough	$	470,271		$	—	$	17,450	(2)	$	487,721
Fergus Fleming	$	320,256	(3)	$	—	$	19,690		$	339,946


Name of Beneficial Owner	Number of ordinary shares beneficially owned		Percentage of ordinary shares beneficially owned
Name of Beneficial Owner	Number of ordinary shares beneficially owned		Percentage of ordinary shares beneficially owned
5% or Greater Shareholders (other than Executive Officers and Directors):
Icahn School of Medicine at Mount Sinai(1)		10,785,010		15.0	%
Christopher Mills(2)		9,918,573		13.8	%
Gilder Gagnon Howe & Co. LLC(3)		4,800,000		6.7	%


	England and Wales	Delaware
Number of Directors	Under the Companies Act, a public limited company must have at least two directors and the number of directors may be fixed by or in the manner provided in a company’s articles of association.	Under Delaware law, a corporation must have at least one director and the number of directors shall be fixed by or in the manner provided in the bylaws.

Removal of Directors	Under the Companies Act, shareholders may remove a director without cause by an ordinary resolution (which is passed by a simple majority of those voting in person or by proxy at a general meeting) irrespective of any provisions of any service contract the director has with the company, provided 28 clear days’ notice of the resolution has been given to the company and its shareholders. On receipt of notice of an intended resolution to remove a director, the company must forthwith send a copy of the notice to the director concerned. Certain other procedural requirements under the. Companies Act must also be followed such as allowing the director to make representations against his or her removal either at the meeting or in writing.	Under Delaware law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except (a) unless the certificate of incorporation provides otherwise, in the case of a corporation whose board of directors is classified, shareholders may effect such removal only for cause, or (b) in the case of a corporation having cumulative voting, if less than the entire board of directors is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire board of directors, or, if there are classes of directors, at an election of the class of directors of which he is a part.
Vacancies on the Board of Directors	Under the laws of England and Wales, the procedure by which	Under Delaware law, vacancies and newly created directorships


	England and Wales	Delaware
	directors, other than a company’s initial directors, are appointed is generally set out in a company’s articles of association, provided that where two or more persons are appointed as directors of a public limited company by resolution of the shareholders, resolutions appointing each director must be voted on individually.	may be filled by a majority of the directors then in office (even though less than a quorum) or by a sole remaining director unless (a) otherwise provided in the certificate of incorporation or by-laws of the corporation or (b) the certificate of incorporation directs that a particular class of stock is to elect such director, in which case a majority of the other directors elected by such class, or a sole remaining director elected by such class, will fill such vacancy.

Annual General Meeting	Under the Companies Act, a public limited company must hold an annual general meeting in each six-month period following its annual accounting reference date.	Under Delaware law, the annual meeting of stockholders shall be held at such place, on such date and at such time as may be designated from time to time by the board of directors or as provided in the certificate of incorporation or by the bylaws.

General Meeting	Under the Companies Act, a general meeting of the shareholders of a public limited company may be called by the directors. Shareholders holding at least 5% of the paid-up capital of the company carrying voting rights at general meetings (excluding any paid up capital held as treasury shares) can require the directors to call a general meeting and, if the directors fail to do so within a certain period, may themselves convene a general meeting.	Under Delaware law, special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws.

Notice of General Meetings	Subject to a company’s articles of association providing for a longer period, under the Companies Act, 21 clear days’ notice must be given for an annual general meeting and any resolutions to be proposed at the meeting. Subject to a company’s articles of association providing for a longer	Under Delaware law, unless otherwise provided in the certificate of incorporation or bylaws, written notice of any meeting of the stockholders must be given to each stockholder entitled to vote at the meeting not less than 10 nor more than 60 days before the date of the meeting and


	England and Wales	Delaware
	period, at least 14 clear days’ notice is required for any other general meeting. In addition, certain matters, such as the removal of directors or auditors, require special notice, which is 28 clear days’ notice. The shareholders of a company may in all cases consent to a shorter notice period, the proportion of shareholders’ consent required being 100% of those entitled to attend and vote in the case of an annual general meeting and, in the case of any other general meeting, a majority in number of the members having a right to attend and vote at the meeting, being a majority who together hold not less than 95% in nominal value of the shares giving a right to attend and vote at the meeting.	shall specify the place, date, hour, and purpose or purposes of the meeting.

Proxy	Under the Companies Act, at any meeting of shareholders, a shareholder may designate another person to attend, speak and vote at the meeting on their behalf by proxy.	Under Delaware law, at any meeting of stockholders, a stockholder may designate another person to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A director of a Delaware corporation may not issue a proxy representing the director’s voting rights as a director.

Preemptive Rights	Under the Companies Act, “equity securities,” being (1) shares in the company other than shares that, with respect to dividends and capital, carry a right to participate only up to a specified amount in a distribution, referred to as “ordinary shares,” or (2) rights to subscribe for, or to convert securities into, ordinary shares, proposed to be allotted for cash must be offered first to the existing equity shareholders in the company in proportion to the respective nominal value of their	Under Delaware law, shareholders have no preemptive rights to subscribe to additional issues of stock or to any security convertible into such stock unless, and except to the extent that, such rights are expressly provided for in the certificate of incorporation.


	England and Wales	Delaware
	holdings, unless an exception applies or a special resolution to the contrary has been passed by shareholders in a general meeting or the articles of association provide otherwise in each case in accordance with the provisions of the Companies Act.

Authority to Allot	Under the Companies Act, the directors of a company must not allot shares or grant of rights to subscribe for or to convert any security into shares unless an exception applies or an ordinary resolution to the contrary has been passed by shareholders in a general meeting or the articles of association provide otherwise in each case in accordance with the provisions of the Companies Act.	Under Delaware law, if the corporation’s charter or certificate of incorporation so provides, the board of directors has the power to authorize the issuance of stock. It may authorize capital stock to be issued for consideration consisting of cash, any tangible or intangible property or any benefit to the corporation or any combination thereof. It may determine the amount of such consideration by approving a formula. In the absence of actual fraud in the transaction, the judgment of the directors as to the value of such consideration is conclusive.

Liability of Directors and Officers	Under the Companies Act, any provision, whether contained in a company’s articles of association or any contract or otherwise, that purports to exempt a director of a company, to any extent, from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void. Any provision by which a company directly or indirectly provides an indemnity, to any extent, for a director of the company or of an associated company against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is also void except as permitted by the Companies	Under Delaware law, a corporation’s certificate of incorporation may include a provision eliminating or limiting the personal liability of a director to the corporation and its stockholders for damages arising from a breach of fiduciary duty as a director. However, no provision can limit the liability of a director for: • any breach of the director’s duty of loyalty to the corporation or its stockholders; • acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; • intentional or negligent payment of unlawful


	England and Wales	Delaware
	Act, which provides exceptions for the company to (a) purchase and maintain insurance against such liability; (b) provide a “qualifying third party indemnity” (being an indemnity against liability incurred by the director to a person other than the company or an associated company or criminal proceedings in which he is convicted); and (c) provide a “qualifying pension scheme indemnity” (being an indemnity against liability incurred in connection with our activities as trustee of an occupational pension plan).	dividends or stock purchases or redemptions; or • any transaction from which the director derives an improper personal benefit.

Voting Rights	Under the laws of England and Wales, unless a poll is demanded by the shareholders of a company or is required by the chairman of the meeting or our articles of association, shareholders shall vote on all resolutions on a show of hands. Under the Companies Act, a poll may be demanded by (a) not fewer than five shareholders having the right to vote on the resolution; (b) any shareholder(s) representing not less than 10% of the total voting rights of all the shareholders having the right to vote on the resolution (excluding any voting rights attaching to treasury shares); or (c) any shareholder(s) holding shares in the company conferring a right to vote on the resolution (excluding any voting rights attaching to treasury shares) being shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all the shares conferring that right. A company’s articles of association may provide more extensive rights for shareholders to call a poll.	Delaware law provides that, unless otherwise provided in the certificate of incorporation, each stockholder is entitled to one vote for each share of capital stock held by such stockholder.


	England and Wales	Delaware
	Under the laws of England and Wales, an ordinary resolution is passed on a show of hands if it is approved by a simple majority (more than 50%) of the votes cast by shareholders present (in person or by proxy) and entitled to vote. If a poll is demanded, an ordinary resolution is passed if it is approved by holders representing a simple majority of the total voting rights of shareholders present, in person or by proxy, who, being entitled to vote, vote on the resolution. Special resolutions require the affirmative vote of not less than 75% of the votes cast by shareholders present, in person or by proxy, at the meeting. If a poll is demanded, a special resolution is passed if it is approved by holders representing not less than 75% of the total voting rights of shareholders in person or by proxy who, being entitled to vote, vote on the resolution.

Shareholder Vote on Certain Transactions	The Companies Act provides for schemes of arrangement, which are arrangements or compromises between a company and any class of shareholders or creditors and used in certain types of reconstructions, amalgamations, capital reorganizations, or takeovers. These arrangements require: • the approval at a shareholders’ or creditors’ meeting convened by order of the court, of a majority in number of shareholders or creditors representing 75% in value of the capital held by, or debt owed to, the class of shareholders or creditors, or class thereof present and voting, either in person or by proxy; and	Generally, under Delaware law, unless the certificate of incorporation provides for the vote of a larger portion of the stock, completion of a merger, consolidation, sale, lease or exchange of all or substantially all of a corporation’s assets or dissolution requires: • the approval of the board of directors; and • approval by the vote of the holders of a majority of the outstanding stock or, if the certificate of incorporation provides for more or less than one vote per share, a majority of the votes of the outstanding stock of a corporation entitled to vote on the matter.


	England and Wales	Delaware
	• the approval of the court.

Standard of Conduct for Directors	Under the laws of England and Wales, a director owes various statutory and fiduciary duties to the company, including: • to act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole; • to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly conflicts, with the interests of the company; • to act in accordance with our constitution and only exercise his powers for the purposes for which they are conferred; • to exercise independent judgment; • to exercise reasonable care, skill, and diligence; • not to accept benefits from a third party conferred by reason of his being a director or doing, or not doing, anything as a director; and • a duty to declare any interest that he has, whether directly or indirectly, in a proposed or existing transaction or arrangement with the company.	Delaware law does not contain specific provisions setting forth the standard of conduct of a director. The scope of the fiduciary duties of directors is generally determined by the courts of the State of Delaware. In general, directors have a duty to act without self-interest, on a well-informed basis and in a manner they reasonably believe to be in the best interest of the stockholders. Directors of a Delaware corporation owe fiduciary duties of care and loyalty to the corporation and to its shareholders. The duty of care generally requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. In general, but subject to certain exceptions, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Delaware courts have also imposed a heightened standard of conduct upon directors of a Delaware corporation who take any action designed to defeat


	England and Wales	Delaware
		a threatened change in control of the corporation. In addition, under Delaware law, when the board of directors of a Delaware corporation approves the sale or break-up of a corporation, the board of directors may, in certain circumstances, have a duty to obtain the highest value reasonably available to the shareholders.

Stockholder Suits	Under the laws of England and Wales, generally, the company, rather than its shareholders, is the proper claimant in an action in respect of a wrong done to the company or where there is an irregularity in the company’s internal management. Notwithstanding this general position, the Companies Act provides that (1) a court may allow a shareholder to bring a derivative claim (that is, an action in respect of and on behalf of the company) in respect of a cause of action arising from a director’s negligence, default, breach of duty or breach of trust and (2) a shareholder may bring a claim for a court order where our affairs have been or are being conducted in a manner that is unfairly prejudicial to some of its shareholders.	Under Delaware law, a stockholder may initiate a derivative action to enforce a right of a corporation if the corporation fails to enforce the right itself. The complaint must: • state that the plaintiff was a stockholder at the time of the transaction of which the plaintiff complains or that the plaintiffs shares thereafter devolved on the plaintiff by operation of law; and • allege with particularity the efforts made by the plaintiff to obtain the action the plaintiff desires from the directors and the reasons for the plaintiff’s failure to obtain the action; or • state the reasons for not making the effort. Additionally, the plaintiff must remain a stockholder through the duration of the derivative suit. The action will not be dismissed or compromised without the approval of the Delaware Court of Chancery.


Service		Fee
Issuance of ADSs (e.g., an issuance of ADS(s) upon a deposit of ordinary shares or upon a change in the ADS(s)-to-ordinary shares ratio, or for any other reason), excluding ADS issuances as a result of distributions of ordinary shares		Up to $0.05 per ADS issued

Cancellation of ADSs (e.g., a cancellation of ADSs for delivery of deposited property or upon a change in the ADS(s)-to-ordinary shares ratio, or for any other reason)		Up to $0.05 per ADS cancelled

Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements)		Up to $0.05 per ADS held

Distribution of ADSs pursuant to (i) share dividends or other distributions, or (ii) exercise of rights to purchase additional ADSs		Up to $0.05 per ADS held

Distribution of securities other than ADSs or rights to purchase additional ADSs (e.g., upon a spin-off)		Up to $0.05 per ADS held

ADS services		Up to $0.05 per ADS held on the applicable record date(s) established by the depositary

Registration of ADS transfers (e.g., upon a registration of the transfer of registered ownership of ADSs, upon a transfer of ADSs into DTC and vice versa, or for any other reason)		Up to $0.05 per ADS transferred

Conversion of ADSs of one series for ADSs of another series (e.g., upon conversion of partial entitlement ADSs for full entitlement ADSs, or upon conversion of restricted ADSs into freely transferable ADSs, and vice versa)		Up to $0.05 per ADS converted


	Year Ended June 30,
	2019		2020
	(in thousands)
Audit Fees	$	78	$	456
Audit-Related Fees		—		893
Tax Fees		—		—
Other Fees		—		—
Total	$	—	$	1,349


		Incorporation by Reference
Exhibit	Description	Schedule/ Form	File Number	Exhibit	File Date

3.1	Articles of Association	F-1	333-239414	3.1	06/24/2020

4.1	Form of Deposit Agreement	F-1/A	333-239414	4.1	07/13/2020

4.2	Form of American Depositary Receipt (included in Exhibit 4.1)	F-1/A	333-239414	4.1	07/13/2020

4.3*	Description of Securities

10.1+	Renalytix AI plc Share Option Plan for Employees with Non-Employee Sub-Plan and U.S. Sub-Plan	F-1	333-239414	10.1	06/24/2020

10.2†#	Exclusive License and Collaboration Agreement, by and between the registrant and Icahn School of Medicine at Mount Sinai, dated as of May 30, 2018, as amended to date	F-1	333-239414	10.2	06/24/2020

10.3†#	License Agreement, by and between the registrant and Joslin Diabetes Center, Inc., as assigned to the registrant on October 23, 2018, as amended to date	F-1	333-239414	10.3	06/24/2020

10.4#	Kantaro Biosciences LLC Operating Agreement, by and between the registrant and Icahn School of Medicine at Mount Sinai, dated as of May 4, 2020	F-1	333-239414	10.4	06/24/2020

10.5†#	Advisory Services Agreement, by and between the registrant and Kantaro Biosciences LLC, dated as of May 4, 2020	F-1	333-239414	10.5	06/24/2020

10.6+	2020 Equity Incentive Plan with Non-Employee Sub-Plan and forms of grant notices and agreements thereunder	F-1	333-239414	10.6	06/24/2020

10.7+	2020 Employee Share Purchase Plan	F-1	333-239414	10.7	06/24/2020

10.8+	Form of Amended Deed of Indemnity between registrant and each of its directors	F-1	333-239414	10.8	06/24/2020

10.9+	Form of Deed of Indemnity between registrant and each of its executive officers	F-1	333-239414	10.9	06/24/2020

10.10	Registration Rights Agreement, by and between the registrant and Icahn School of Medicine at Mount Sinai, dated as of June 24, 2020	F-1	333-239414	10.10	06/24/2020


RENALYTIX AI PLC

By:		/s/ James McCullough
Name:		James McCullough
Title:		Chief Executive Officer


	Page

Report of independent registered public accounting firm		F-2

Consolidated balance sheets		F-3

Consolidated statements of operations and comprehensive loss		F-4

Consolidated statements of shareholders’ (deficit) equity		F-5

Consolidated statements of cash flows		F-6

Notes to consolidated financial statements		F-7


(in thousands, except share and per share data)	June 30, 2020			June 30, 2019			June 30, 2018
Assets
Current assets:
Cash and cash equivalents	$	13,293		$	8,201		$	82
Short-term investments		982			994			—
Prepaid expenses and other current assets		551			227			33
Receivable from affiliate		18			—			—

Total current assets		14,844			9,422			115
Property and equipment, net		1,655			278			—
Deferred offering costs		2,364			—			—
Investment in affiliate		1,937			—			—
Note receivable from affiliate		83			—			—

Total assets	$	20,833		$	9,700		$	115

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	2,218		$	317			10
Accrued expenses and other current liabilities		683			832			169
Note payable – current		120			—			—
Payable to affiliate - current		271			—			—
Note payable to EKF		—			—			438

Total current liabilities		3,292			1,149			617
Payable to affiliate - non-current		1,544			—			—
Note payable - noncurrent		135			—			—

Total liabilities		4,971			1,149			617

Commitments and contingencies (Note 7)

Shareholders’ equity:
Ordinary shares, £0.0025 par value per share: 62,444,992 and 56,011,831 shares authorized at June 30, 2020 and June 30, 2019, respectively; 59,416,134, 53,816,134 and 20,000,000 shares issued and outstanding at June 30, 2020, 2019 and 2018, respectively		179			162			66
Additional paid-in capital		69,650			52,084			—
Accumulated other comprehensive loss		(1,200	)		(822	)		4
Accumulated deficit		(52,717	)		(42,873	)		(572	)

Total shareholders’ equity		15,912			8,551			(502	)

Total liabilities and shareholders’ equity	$	20,833		$	9,700		$	115


(in thousands, except share data)	Year ended June 30, 2020			Year ended June 30, 2019			From March 15, 2018 (inception) through June 30, 2018
Operating expenses:
Acquired in-process research and development	$	—		$	35,286		$	—
Research and development		4,565			4,316			193
General and administrative		5,750			2,737			374

Total operating expenses and loss from operations		(10,315	)		(42,339	)		(567	)

Equity in losses of affiliate		(63	)		—			—
Other income (expense), net		534			38			(5	)

Net loss		9,844			(42,301	)		(572	)

Other comprehensive income (loss):
Foreign exchange translation adjustment		(378	)		(826	)		4

Total comprehensive loss	$	(10,222	)	$	(43,127	)		(568	)

Net loss per ordinary share—basic and diluted	$	(0.17	)	$	(0.99	)	$	(0.03	)

Weighted average ordinary shares—basic and diluted		59,079,522			42,561,600			20,000,000


	Ordinary shares				Additional paid-in capital		Accumulated other comprehensive income (loss)			Accumulated deficit			Total shareholders’ (deficit) equity
(in thousands, except share and per share data)	Shares		Amount		Additional paid-in capital		Accumulated other comprehensive income (loss)			Accumulated deficit			Total shareholders’ (deficit) equity
Balance at March 15, 2018 (inception)		—		—		—		—			—			—
Issuance of ordinary shares upon formation		20,000,000		66		—		—			—			66
Currency translation adjustment		—		—		—		4			—			4
Net loss		—		—		—		—			(572	)		(572	)

Balance at June 30, 2018		20,000,000	$	66	$		$	4		$	(572	)	$	(502	)
Ordinary shares issued to acquire Joslin license		15,427,704		49		24,237		—			—			24,286
Sale of ordinary shares in initial public offering, net of offering costs of $1,742		18,388,430		47		27,322		—			—			27,369
Share-based compensation expense		—				525		—			—			525
Currency translation adjustments		—				—		(826	)		—			(826	)
Net loss		—		—		—		—			(42,301	)		(42,301	)

Balance at June 30, 2019		53,816,134		162		52,084		(822	)		(42,873	)		8,551
Sale of ordinary shares in secondary offering, net of offering costs of $842		5,600,000		17		16,407		—			—			16,424
Share-based compensation expense		—		—		1,159		—			—			1,159
Currency translation adjustments		—		—		—		(378	)		—			(378	)
Net loss		—		—		—		—			(9,844	)		(9,844	)

Balance at June 30, 2020		59,416,134	$	179	$	69,650	$	(1,200	)	$	(52,717	)	$	15,912