Renalytix Announces Financing with Expected Size of up to $4 Million
- The Fundraise involves a $1 million registered direct offering of Ordinary Shares at $0.75 NASDAQ ADS ($0.375 per Ordinary Share).
- An optional subsequent tranche of Ordinary Shares at the same purchase price can be exercised until April 17, 2024.
- The aggregate total amount for both tranches, if fully exercised, is expected to be up to $4 million in total financing.
- The net proceeds from the Fundraise will be utilized to bolster commercial sales activity while the Company continues its Formal Sale Process.
- The sale and purchase of the Initial Tranche Shares should be completed by April 11, 2024, with an optional Subsequent Closing by April 19, 2024.
- The Purchaser may subscribe for an optional subsequent tranche of Ordinary Shares upon notice until April 17, 2024.
- The completion of the sale and purchase of the Initial Tranche Shares is subject to customary closing conditions.
- The registered direct offering is being made pursuant to a shelf registration statement previously filed with the SEC.
- The International Securities Identification Number for the Ordinary Shares is GB00BYWL4Y04.
- None.
The registered direct offering announced by Renalytix is a strategic move to raise capital through the sale of Ordinary Shares to DB Capital Partners Healthcare, L.P. Analyzing the terms of the offering, the price of $0.75 per NASDAQ ADS is pivotal, as it represents the current valuation the company and the investor have agreed upon. It is essential to look at the historical share price data and the company's valuation metrics to understand the implications of this offering price. Investors should consider whether the offering price is at a premium or discount to the market price, which could indicate the investor's confidence in the company's growth prospects or a need for the company to secure funds even at a lower valuation.
The intended use of the net proceeds for supporting commercial sales activity is a positive signal for the company's operational focus. However, the mention of an ongoing Formal Sale Process suggests that the company is exploring strategic alternatives, including a potential sale. This could lead to volatility in the stock price as the market speculates on possible outcomes. Investors should closely monitor developments in this area, as a successful sale could lead to a significant revaluation of the stock.
Moreover, the structure of the offering, with an initial tranche and an optional subsequent tranche, introduces an element of uncertainty. The optional tranche allows the purchaser to acquire additional shares, but this is contingent on the company securing further authorities to allot and issue shares. This conditional structure could impact the stock's liquidity and reflects on the company's need for flexible financing options.
From a legal perspective, the offering is conducted under a shelf registration statement, which allows the company to issue securities quickly. This flexibility is beneficial for the company, as it can capitalize on favorable market conditions or urgent capital needs. However, the use of a shelf registration also places a responsibility on potential investors to understand the terms outlined in the prospectus supplement, which will detail the specifics of the offering.
It is important to note that the offering is subject to customary closing conditions and regulatory compliance. The adherence to SEC regulations and the proper execution of the securities purchase agreement are important to avoid legal complications that could adversely affect investor confidence and the company's reputation.
Lastly, the announcement clarifies that the offering is not an invitation to the public but is a private sale to a specified institutional investor. This distinction is important as it limits the scope of the offering and the potential market impact. Investors should be aware that such transactions may not significantly affect the market liquidity of the shares, as they are not open to the general public.
The healthcare sector and in particular the innovative medical technology market, is highly competitive and capital intensive. Renalytix's decision to engage in a registered direct offering with a specialty healthcare institutional investor underscores the sector's ongoing need for investment to fuel growth and commercialization efforts. Analyzing market trends, it's evident that companies like Renalytix require substantial capital to support sales and marketing initiatives, especially when introducing new technologies into the healthcare system.
The investor in question, DB Capital Partners Healthcare, L.P., appears to have a strategic focus on medical technologies that change critical disease care. This investment could be indicative of the investor's belief in Renalytix's potential to impact the healthcare market significantly. However, the broader market impact of this transaction may be limited by the size of the offering and the fact that it targets a single institutional investor rather than a wider investment base.
Investors should consider the company's market position and the competitive landscape when evaluating the potential success of the commercial sales activities that the fundraise aims to support. Additionally, the outcome of the Formal Sale Process could significantly influence the company's market standing and should be monitored closely.
LONDON and SALT LAKE CITY, April 08, 2024 (GLOBE NEWSWIRE) -- Renalytix plc (NASDAQ: RNLX) (LSE: RENX) announces a registered direct offering of ordinary shares at a purchase price equivalent to
Highlights
- The Fundraise comprises a
$1 million registered direct offering of the Initial Tranche Shares at$0.75 NASDAQ ADS ($0.37 5 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
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 |
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 DB 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
The price of
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.
FAQ
What is the purchase price for the registered direct offering of Ordinary Shares by Renalytix plc?
Who is the Purchaser of the Ordinary Shares in the Fundraise?
What is the expected total financing from the Fundraise?
What will the net proceeds from the Fundraise be used for?
When should the completion of the sale and purchase of the Initial Tranche Shares occur?
What is the International Securities Identification Number for the Ordinary Shares?
