Renalytix plc 20-F/A for FY2021

About this 20-F/A

Headline figures

Renalytix plc (RNLXY)

20-F/A 2022-08-01 For: 2021-06-30

Added on August 22, 2026

Renalytix plc filed this 20-F/A on August 1, 2022, covering the fiscal year ended June 30, 2021 (FY2021).

Large accelerated filer

Accelerated filer

Non-accelerated filer

Emerging growth company

Fiscal year ended June 30, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $1.49M
Net loss: $35.34M; compared with a net loss of $9.84M a year earlier

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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	*	The Nasdaq Global Market*
£0.0025 per share


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


Exhibit Number		Description

12.1*		Certification by the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

12.2*		Certification by the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

13.1**		Certification by the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

15.1*		Consent of Ernst & Young LLP, independent registered public accounting firm

15.2*		Consent of Deloitte & Touche LLP, independent registered public accounting firm

101.INS*		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


RENALYTIX PLC

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


Report of independent registered public accounting firm			F-1

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’ 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, 2021			June 30, 2020			June 30, 2019
Assets
Current assets:
Cash and cash equivalents	$	65,128		$	13,293		$	8,201
Short-term investments		—			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		—			2,364			—

Total assets	$	78,576		$	20,883		$	9,700

Liabilities and Shareholders’ Equity
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


(in thousands, except share data)	Year Ended June 30, 2021			Year Ended June 30, 2020			Year Ended June 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 extinguishmen t		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


(in thousands, except share and per share data)	Ordinary shares				Additional paid-in capital		Accumulated other comprehensive income (loss)			Accumulated deficit			Total shareholders’ (deficit) equity attributable to Renalytix			Noncontrolling interests			Total shareholders’ equity
(in thousands, except share and per share data)	Shares		Amount		Additional paid-in capital		Accumulated other comprehensive income (loss)			Accumulated deficit						Noncontrolling interests			Total shareholders’ equity

Balance at July 1, 2018		20,000,000	$	66	$	—	$	4		$	(572	)	$	(502	)	$	—		$	(502	)
Ordinary shares issued to acquire Joslin license		15,427,704		49		24,237		—			—			24,286			—			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			—			27,369
Share-based compensation expense		—		—		525		—			—			525			—			525
Currency translation adjustments		—		—		—		(826	)		—			(826	)		—			(826	)
Net loss		—		—		—		—			(9,844	)		(42,301	)		—			(42,301	)

Balance at June 30, 2019		53,816,134		162		52,084		(822	)		(42,873	)		8,551			—			8,551

Sale of ordinary shares in secondary offering, net of offering costs of $842		5,600,000		17		16,407		—			—			16,424			—			16,424
Share-based compensation expense		—		—		1,159		—			—			1,159			—			1,159
Currency translation adjustment		—		—		—		(378	)		—			(378	)		—			(378	)
Net loss		—		—		—		—			(9,844	)		(9,844	)		—			(9,844	)

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

Sale of ordinary shares in initial public offering on Nasdaq, net of offering costs and underwriting fees of $9,007		12,613,500		40		76,094		—			—			76,134			—			76,134
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		17,652		—		111		—			—			111			—			111
Exercise of stock options		150,000		1		251		—			—			252			—			252
Share-based compensation expense		—		—		2,663		—			—			2,663			—			2,663
Currency translation adjustments		—		—		—		9,501			—			9,501			(72	)		9,429
Net loss		—		—		—		—			(34,725	)		(34,725	)		(611	)		(35,336	)

Balance at June 30, 2021		72,197,286	$	220	$	150,407	$	8,276		$	(87,442	)	$	71,461		$	—		$	71,461


(in thousands)	Year Ended June 30, 2021			Year Ended June 30, 2020			Year Ended June 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		$	—


	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 measurement at reporting date using
(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:
Cash equivalents (U.S. Treasury Bills - Maturity < 90 Days)	$	996	$	—	$	—
U.S. Treasury Bills	$	994	$	—	$	—

Total	$	1,990	$	—	$	—


	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


	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		—	%		—	%		—	%


	Number of shares under option plan			Weighted- average exercise price per option		Weighted- average 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


2022		123
2023		124
2024		124
2025		124
2026		124
Thereafter		606

	$	1,225


2022		83
2023		83
2024		83
2025		28

	$	277


	Year ended June 30, 2021			Year ended June 30, 2020			Year ended June 30, 2019
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	%


	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	$	—		$	—		$	—