Registration No. 333-248741
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES
ACT OF 1933
Renalytix plc
(Exact name of registrant as specified in
its charter)
| England and Wales |
|
Not applicable |
| (State or other jurisdiction of incorporation) |
|
(I.R.S. Employer Identification No.) |
2 Leman Street
London E1W 9US
United Kingdom
(Address of principal executive
offices) (Zip Code)
Renalytix AI plc Share Option Plan
for Employees with Non-Employee Sub-Plan and U.S. Sub-Plan
Renalytix AI plc 2020 Employee Share
Purchase Plan
Renalytix AI plc 2020 Equity
Incentive Plan
(Full title of the plan)
Renalytix AI, Inc.
1460 Broadway
New York, NY 10036
Tel: +1 646 397 3970
(Name, address and telephone number,
including area code, of agent for service)
Copies to:
Mark E. Rosenstein
Derick S. Kauffman
Stevens & Lee, P.C.
620 Freedom Business Center, Suite
200
King of Prussia, PA 19406
(610) 205-6000
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ |
Accelerated filer ☐ |
Non-accelerated filer ☒ |
| Smaller reporting company ☒ |
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. ☐
This Registration Statement shall become effective upon filing
in accordance with Rule 464 promulgated under the Securities Act of 1933, as amended.
DEREGISTRATION OF SHARES
Renalytix plc (the “Company”)
is filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-248741) (the “Registration
Statement”), to deregister the offer of the ordinary shares, nominal value £0.0025 per ordinary share, of the Company, registered
under the Registration Statement that remain unissued under each of the Renalytix AI plc Share Option Plan for Employees with Non-Employee
Sub-Plan and U.S. Sub-Plan, Renalytix AI plc 2020 Employee Share Purchase Plan, and Renalytix AI plc 2020 Equity Incentive Plan.
The Registration Statement is hereby amended,
as appropriate, to reflect the deregistration of such securities and the Company hereby terminates the effectiveness of the Registration
Statement.
SIGNATURES
The Registrant. Pursuant to the requirements
of the Securities Exchange Act of 1933, as amended, the Registrant certifies that is has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of London, United Kingdom, on July 25, 2025.
| |
RENALYTIX PLC |
| |
|
| |
/s/ James McCullough |
| |
Name: |
James McCullough |
| |
Title: |
Chief Executive Officer and Director |
No other person is required to sign this Post-Effective Amendment to the Registration Statement in reliance on Rule 478 of the Securities
Act of 1933, as amended.
