NOT FOR
PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
THIS
ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY
SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY
APPLICABLE LAW. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED
HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION
WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY SUCH
JURISDICTION.
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE
MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK
DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
("MAR").
Renalytix Announces Financing with
Expected Size of up to $4 Million
LONDON and
SALT LAKE CITY, 8 April 2024 -
Renalytix plc
(NASDAQ: RNLX) (LSE: RENX) announces a registered direct
offering of ordinary shares at a purchase price equivalent to $0.75
per NASDAQ ADS ($0.375 per common stock share) (£0.0025 each) (the
"Ordinary Shares") (the
"Fundraise") to DB Capital
Partners Healthcare, L.P. (the "Purchaser"), a specialty healthcare
institutional investor focused on innovative medical technology
that fundamentally changes critical global diseases care. The
Fundraise was conducted by way of a securities purchase agreement
between the Purchaser and the Company which consists of an initial
tranche of 2,666,667 Ordinary Shares initially for an amount of
$1.0 million (the "Initial Tranche
Shares") with an optional subsequent tranche of Ordinary
Shares at the option of the Purchaser. Both tranches are priced at
$0.75 per NASDAQ ADS ($0.375 per Ordinary Share). The aggregate
total amount for both tranches, if the option is fully exercised,
is expected to be up to $4 million in total financing. The
net proceeds of the Fundraise will be used to support commercial
sales activity as the Company continues its Formal Sale Process, as
previously announced.
Highlights
· The
Fundraise comprises a $1 million registered direct offering of the
Initial Tranche Shares at $0.75 NASDAQ ADS ($0.375 per Ordinary
Share), and an optional subsequent tranche at the same purchase
price, exercisable at the purchaser's option until April 17,
2024.
· The
sale and purchase of the Initial Tranche Shares and, if applicable,
the Subsequent Tranche Shares (as defined below) shall complete no
later than 11 April 2024 ("Initial
Closing") and 19 April 2024 ("Subsequent Closing"),
respectively.
· The
net proceeds of the Fundraise will be used to support commercial
sales activity and provide enhanced optionality as the Company
continues its ongoing Formal Sale Process, as previously
announced.
Pursuant to the securities purchase agreement
entered into between the Company and the Purchaser on 5 April 2024
(the "Securities Purchase
Agreement"), the Purchaser may, upon notice to the Company
to be given no later than 5:00 p.m. New York time on 17 April 2024
(the "Subsequent Tranche
Notice"), subscribe for an optional subsequent tranche of
Ordinary Shares (the "Subsequent
Tranche Shares"). The Subsequent Tranche Shares shall not be
more than such number of Ordinary Shares that the directors of the
Company (the "Directors")
are authorised to allot and issue on a non-pre-emptive basis as of
the date of the Subsequent Tranche Notice under the existing
authorities granted at the Company's Annual General Meeting held on
15 December 2023. Any additional funding to be raised from issuing
and allotting Ordinary Shares or other securities above existing
authorities available shall be subject to the Company securing
further authorities to allot and issue on a non-pre-emptive basis
through a general meeting.
The completion of the sale and purchase of the
Initial Tranche Shares is expected take place no later than 11
April 2024, subject to customary closing conditions. Upon Initial
Closing, the Purchaser will hold 2,666,667 Ordinary Shares which is
expected to be approximately 2.18% of the Company's then issued
share capital without taking into account any Ordinary Shares which
may be allotted and issued from the date hereof and until the First
Closing.
The registered direct offering is being made pursuant
to a shelf registration statement on Form S-3 (File No. 333-274733)
(including a prospectus) previously filed with the U.S. Securities
and Exchange Commission (the "SEC") on 28 September 2023 and declared
effective by the SEC on 6 October 2023. A prospectus supplement and
the accompanying prospectus relating to and describing the terms of
the registered direct offering will be filed with the SEC and will
be available on the SEC's website at www.sec.gov.
This announcement does not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
state or jurisdiction.
The International Securities Identification
Number for the Ordinary Shares is GB00BYWL4Y04.
For further information, please
contact:
Renalytix
plc
James McCullough, CEO
|
www.renalytix.com
Via Walbrook PR
|
|
|
Stifel
(Nominated Adviser to the Company)
Nicholas Moore / Alex Price / Nick Harland /
Samira Essebiya / Harry Billen
|
Tel: 02077107600
|
|
|
Investec Bank
plc
Gary Clarence / Shalin Bhamra
|
Tel: 020 7597 4000
|
|
|
Walbrook PR
Limited
Paul McManus / Alice Woodings / Charlotte
Edgar
|
Tel: 020 7933 8780
or renalytix@walbrookpr.com
Mob: 07980 541 893 /
07407 804 654 / 07884 664 686
|
|
|
CapComm
Partners
Peter DeNardo
|
Tel: 415-389-6400
or investors@renalytix.com
|
This announcement
contains inside information as defined in Article 7 of MAR. Market
soundings, as defined in MAR, were taken in respect of the proposed
Fundraise with the result that certain persons became aware of this
inside information, as permitted by MAR. Upon the publication of
this announcement, this inside information is now considered to be
in the public domain and therefore those persons that received
inside information in the market sounding are no longer in
possession of such inside information relating to the Company and
its securities.
The person responsible for arranging for the release
of this announcement on behalf of Renalytix is James
McCullough, CEO.
About
Renalytix
Renalytix (NASDAQ: RNLX) (LSE: RENX) is an
in-vitro diagnostics and laboratory services company that is the
global founder and leader in the new field of bioprognosis™ for
kidney health. The leadership team, with a combined 200+ years of
healthcare and in-vitro diagnostic experience, has designed its
KidneyIntelX laboratory developed test to enable risk assessment
for rapid progressive decline in kidney function in adult patients
with T2D and early CKD (stages 1-3). We believe that by
understanding how disease will progress, patients and providers can
take action early to improve outcomes and reduce overall health
system costs. For more information, visit www.renalytix.com.
About Capital
Partners Healthcare, L.P.
DB Capital Partners Healthcare L.P., invests in
next generation healthcare technology firms. The private
equity fund is focused on disruptive early-stage growth companies
with differentiated and unique product offerings in areas with
significant barriers to entry.
The Fund is managed by its founding Partners,
Robert T. Dhamer and William J. Brennan.
For more information, visit
www.dbchc.com.
FURTHER INFORMATION
Details of the
Fundraise
In connection with this registered direct
offering, the Company has entered into the Securities Purchase
Agreement to raise gross proceeds of at least $1 million through
the sale and issue of (i) 2,666,667 new Ordinary Shares at
$0.375 per Ordinary Share and (ii) an optional tranche of Ordinary
Shares at the option of the Purchaser. The optional
tranche shares shall not be more than such number of Ordinary
Shares that the directors of the Company are authorised to allot
and issue on a non-pre-emptive basis as of the date of the
Subsequent Tranche Notice under the existing authorities granted at
the Company's Annual General Meeting held on 15 December
2023. The Purchaser is a Delaware limited partnership
created for the purpose of investment in the Company by less than
thirty investors as limited partners of the Purchaser.
The price of $0.375 per Ordinary Share
represents a premium of approximately 4.1 per cent. to the
Company's closing price as at 5 April 2024, being the last
practicable date prior to this announcement (assuming an exchange
rate of £1.00 = $1.2639).
The Initial Tranche Shares and, if applicable,
the Subsequent Tranche Shares, when issued, will be credited as
fully paid and will rank pari passu in all respects with
the Company's existing Ordinary Shares, including the right to
receive all dividends and other distributions declared, made or
paid on or in respect of such shares after the date of
issue.
The Company shall procure that its nominated
adviser submits to London Stock Exchange plc an application for
admission of the Initial Tranche Shares and, if applicable, the
Subsequent Tranche Shares to trading on AIM, a market operated by
London Stock Exchange plc, with such admission to be effective as
soon as reasonably practicable following the relevant
closing.
The registered direct offering is being made pursuant
to a shelf registration statement on Form S-3 (File No. 333-274733)
(including a prospectus) previously filed with the SEC on 28
September 2023 and declared effective by the SEC on 6 October 2023.
A prospectus supplement and the accompanying prospectus relating to
and describing the terms of the registered direct offering will be
filed with the SEC and will be available on the SEC's website at
www.sec.gov.
Total Voting
Rights
Upon allotment and issue of the Initial Tranche
Shares, the total issued share capital of the Company is expected
to be 122,582,854 Ordinary Shares. The figure
of 122,582,854 may be used by shareholders as the denominator
for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest
in, the Company, under the Financial Conduct Authority's Disclosure
and Transparency Rules.
Important
information
This announcement is not intended to, and does
not, constitute or form part of any offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of, any securities whether pursuant
to this announcement or otherwise.
The distribution of this announcement in
jurisdictions outside the United Kingdom may be restricted by law
and therefore persons into whose possession this announcement comes
should inform themselves about, and observe, such restrictions. Any
failure to comply with the restrictions may constitute a violation
of the securities law of any such jurisdictions.
Disclosure
requirements of the Takeover Code
Under Rule 8.3(a) of the City Code on Takeovers
and Mergers ("Takeover
Code"), any person who is interested in one per cent. or
more of any class of relevant securities of an offeree company or
of any securities exchange offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any securities
exchange offeror is first identified.
An Opening Position Disclosure must contain
details of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies
must be made by no later than 3.30 p.m. (London time) on the
10th business day following the commencement of the
offer period and, if appropriate, by no later than 3.30 p.m.
(London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any
person who is, or becomes, interested in one per cent. or more of
any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or
of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the business day following the date
of the relevant dealing.
If two or more persons act together pursuant to
an agreement or understanding, whether formal or informal, to
acquire or control an interest in relevant securities of an offeree
company or a securities exchange offeror, they will be deemed to be
a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made
by the offeree company and by any offeror and Dealing Disclosures
must also be made by the offeree company, by any offeror and by any
persons acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in
respect of whose relevant securities Opening Position Disclosures
and Dealing Disclosures must be made can be found in the Disclosure
Table on the Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Forward Looking
Statements
Statements contained in this
announcement regarding matters that are not historical facts are
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, as amended.
Examples of these forward-looking statements include statements
concerning: the expected closing of the Fundraise discussed in this
announcement, the anticipated timing of the admission of the
Initial Tranche Shares and, if applicable, the Subsequent Tranche
Shares, the expected use of proceeds of the Fundraise. Words such
as "anticipates," "believes," "estimates," "expects," "intends,"
"plans," "seeks," and similar expressions are intended to identify
forward-looking statements. We may not actually achieve the plans
and objectives disclosed in the forward-looking statements, and you
should not place undue reliance on our forward-looking statements.
Any forward-looking statements are based on management's current
views and assumptions and involve risks and uncertainties that
could cause actual results, performance or events to differ
materially from those expressed or implied in such statements.
These risks and uncertainties include, among others: the
uncertainties related to market conditions; the completion of the
Fundraise on the anticipated terms or at all; that kidneyintelX.dkd
and KidneyIntelX are based on novel artificial intelligence
technologies that are rapidly evolving and potential acceptance,
utility and clinical practice remains uncertain; we have only
recently commercially launched KidneyIntelX; and risks relating to
the impact on our business of the COVID-19 pandemic or similar
public health crises. These and other risks are described more
fully in our filings with the SEC, including our most recent Quarterly
Report on Form 10-Q and the "Risk Factors" section of our Annual
Report on Form 10-K filed with the SEC on 28
September 2023, and other filings we make with
the SEC from time to time. All information in this
announcement is as of the date of the release, and we undertake no
obligation to publicly update any forward-looking statement,
whether as a result of new information, future events, or
otherwise, except as required by law.