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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 31, 2024
Renalytix plc
(Exact
name of registrant as specified in its Charter)
| England and Wales | |
001-39387 |
|
Not
Applicable |
| (State or other jurisdiction | |
(Commission File Number) |
|
(IRS Employer |
| of incorporation) | |
|
|
Identification No.) |
2
Leman Street
London
E1W 9US
United
Kingdom
(Address
of principal executive offices) (Zip Code)
+44
20 3139 2910
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
A director of Renalytix plc (the “Company”), Daniel Levangie,
tendered his resignation from the Company’s Board of Directors and all committees effective on October 31, 2024. Mr. Levangie has
advised the Company that his decision to resign did not involve any disagreement with the Company.
Item 5.07.
Submission of Matters to a Vote of Security Holders
The Company held an extraordinary general meeting of its shareholders
(the “EGM”) on October 31, 2024. Each of the proposals set forth below were voted on and duly passed on a poll at the EGM,
as set forth below. Detailed descriptions of these proposals and of the voting procedures applied at the EGM are contained in the Company’s
definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 11, 2024. Capitalized terms used
but not otherwise defined herein shall have the meaning set forth in the definitive proxy statement.
Each resolution proposed at the EGM passed with over 98.7% of the votes
in person or by proxy in favor of each of the resolutions. Proxy appointments which gave the Chairman of the meeting discretion have been
included in the “For” total. In accordance with the terms of the deposit agreement by and among the Company, Citibank, N.A.
as depositary and holders and beneficial owners of ADSs dated July 21, 2020 and as amended to date, holders of ADSs who did not provide
the depositary bank with voting instructions on or before the specified deadline were deemed to have instructed the depositary bank to
give a discretionary proxy to a person designated by the Company to vote the underlying ordinary shares at the EGM and the voting results
below reflect that. A vote withheld/abstain is not a vote in law and is not counted in the calculation of votes for or against a resolution.
Proposal 1 – Authorizing the Board of Directors to
allot ordinary shares of £0.0025 each in the capital of the Company or to grant rights to subscribe for, or to convert any security
into, shares in the Company (“Rights”), provided that such authority shall be limited to the allotment of shares and/or grant
of Rights with an aggregate nominal value of up to: £171,915.373 in relation to the issue of the Non-EIS/VCT Placing Shares;
£91,376.358 in relation to the issue of the Conversion Shares; £95,969.085 in relation to the issue of the
Subscription Shares; $7,880,744 in relation to the issue of New Convertible Bonds; and in addition the allotment of shares
and/or grant of Rights with an aggregate nominal value of up to £291,932.91 (being approximately 35 per cent. of the Enlarged
Issued Share Capital).
| For |
|
Against |
|
Vote Withheld |
| 101,692,587 |
|
1,311,467 |
|
41,789 |
Proposal 2 – Appointing Julian Baines MBE as a director of
the Company with effect from the close of the GM.
| For |
|
Against |
|
Vote Withheld |
| 102,375,306 |
|
157,078 |
|
513,459 |
Proposal 3 – Subject to and conditional upon the passing of
Proposal 1, authorizing the disapplication of pre-emption rights limited to Ordinary Shares of a maximum aggregate nominal amount of £171,915.373
in relation to the issue of the Non-EIS/VCT Placing Shares; £91,376.358 in relation to the issue of the Conversion
Shares; £95,969.085 in relation to the issue of the Subscription Shares; $7,880,744 in relation to the issue of
New Convertible Bonds; and in addition the allotment of shares and/or grant of Rights with an aggregate nominal value of up to
£291,932.91 (being approximately 35 per cent. of the Enlarged Issued Share Capital).
| For |
|
Against |
|
Vote Withheld |
| 101,675,617 |
|
1,326,507 |
|
43,719 |
Item 7.01.
Regulation FD Disclosure
On October 31, 2024, the Company issued press releases announcing the
results of the EGM and the resignation of Mr. Levangie. The press releases are attached hereto as Exhibits 99.1 and 99.2, and are incorporated
herein by reference.
The
information in this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01.
Financial Statements and Exhibits
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
RENALYTIX PLC |
| |
|
| Dated: November 6, 2024 |
By: |
/s/ James McCullough |
| |
|
James McCullough |
| |
|
Chief Executive Officer |
3
Exhibit 99.1
Renalytix plc
(“Renalytix” or the “Company”)
Result of General Meeting
LONDON and NEW YORK,
31 October 2024 - Renalytix plc (LSE: RENX) (OTCQB: RNLXY), an artificial intelligence-enabled in vitro diagnostics company, focused
on optimizing clinical management of kidney disease to drive improved patient outcomes and advance value-based care, announces that, at
the General Meeting (“GM”) held earlier today, all resolutions were passed. Further
details of each of the resolutions are set out in the Circular that contains the Notice of General Meeting, which was sent to the Company’s
shareholders on 11 October 2024.
The results of the GM
are detailed below:
| | |
In favour | | |
| | |
Against | | |
| | |
Withheld | |
| Resolution | |
Votes | | |
% | | |
Votes | | |
% | | |
Votes | |
| 1 | |
| 101,692,587 | | |
| 98.73 | | |
| 1,311,467 | | |
| 1.27 | | |
| 41,789 | |
| 2 | |
| 102,375,306 | | |
| 99.85 | | |
| 157,078 | | |
| 0.15 | | |
| 513,459 | |
| 3 | |
| 101,675,617 | | |
| 98.71 | | |
| 1,326,507 | | |
| 1.29 | | |
| 43,719 | |
For further information, please contact:
| Renalytix Plc |
www.renalytix.com |
| James McCullough, CEO |
Via Walbrook PR |
| |
|
| Stifel Nicolaus Europe Limited (Nominated Adviser and Joint Broker) |
Tel: 020 7710 7600 |
| Nicholas Moore / Nick Harland / Ben Good |
|
| |
|
| Oberon Capital (Joint Broker and Sole Bookrunner) |
Tel: 020 3179 5300 |
| Mike Seabrook / Nick Lovering / Jessica Cave |
|
| |
|
| Walbrook PR Limited |
Tel: 020 7933 8780 or renalytix@walbrookpr.com |
| Alice Woodings |
Mob: 07407 804 654 |
| |
|
| CapComm Partners |
Tel: 415-389-6400 or investors@renalytix.com |
| Peter DeNardo |
|
The person responsible for making
this Announcement on behalf of the Company is
James McCullough, Chief Executive
Officer.
About Renalytix plc
Renalytix (LSE: RENX) (OTCQB: RNLXY) is an artificial
intelligence enabled in-vitro diagnostics and laboratory services company that is the global founder and leader in the field of bioprognosis™
for kidney health. In late 2023, our kidneyintelX.dkd test was recognized as the first and only FDA-authorized prognostic test to enable
early-stage CKD (stages 1-3b) risk assessment for progressive decline in kidney function in T2D patients. By understanding how disease
will progress, patients and clinicians can take action earlier to improve outcomes and reduce overall health system costs. For more information,
visit www.renalytix.com.
Exhibit 99.2
Renalytix plc
(“Renalytix” or the “Company”)
Directorate Change
LONDON and NEW YORK, 31 October 2024 –
Renalytix plc (LSE: RENX) (OTCQB: RNLXY), an artificial intelligence-enabled in vitro diagnostics company, focused on optimizing clinical
management of kidney disease to drive improved patient outcomes and advance value-based care, announces
that Dan Levangie, Non-Executive Director has stepped down from the Board of Renalytix, effective immediately, following the General Meeting
today.
James McCullough, CEO of Renalytix plc, commented:
“We would like to express our gratitude to Dan for all of his contributions to Renalytix during a very significant period
for the business. Dan’s counsel through these past years has been invaluable as we have conducted a successful turn-around and refinancing
of Renalytix and expanded our commercial introduction of KidneyIntelX for early prognosis of chronic kidney disease.”
For further information,
please contact:
| Renalytix plc |
www.renalytix.com |
| James McCullough, CEO |
Via Walbrook PR |
| |
|
| Stifel (Nominated Adviser and Joint Broker) |
Tel: 020 7710 7600 |
| Nicholas Moore / Nick Harland / Ben Good |
|
| |
|
| Oberon Capital (Joint Broker) |
Tel: 020 3179 5300 |
| Mike Seabrook / Nick Lovering |
|
| |
|
| Walbrook PR Limited |
Tel: 020 7933 8780 or renalytix@walbrookpr.com |
| Alice Woodings |
Mob: 07407 804 654 |
| |
|
| CapComm Partners |
|
| Peter DeNardo |
Tel: 415-389-6400 or investors@renalytix.com |
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
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