[S-8 POS] Renalytix plc American Depositary Shares SEC Filing

Rhea-AI Filing Summary

Renalytix plc (RNLX) filed Post-Effective Amendment No. 1 to its Form S-8 (Reg. No. 333-274732). The amendment terminates the effectiveness of the original registration statement and dere­gisters all ordinary shares (£0.0025 par value) that remain unissued under two employee programs: (1) the 2020 Employee Share Purchase Plan and (2) the 2020 Equity Incentive Plan. No new securities will be offered pursuant to these plans under this registration after the filing becomes effective, which occurs automatically upon submission under Rule 464.

The company confirms its status as a non-accelerated filer, smaller reporting company, and emerging growth company. The document is signed by CEO James McCullough in London on 25 July 2025, with no additional signatures required under Rule 478.

Positive

• Deregisters unissued shares, eliminating a source of potential future shareholder dilution.

Negative

• Reduces share-based compensation flexibility by cancelling registration of plan shares.

Insights

Financial Analyst

TL;DR – Housekeeping amendment that removes unused equity from registration; negligible operational impact.

This S-8 POS simply withdraws unissued shares tied to Renalytix’s 2020 ESPP and Equity Incentive Plan. The move halts the ability to issue those particular shares, modestly reducing potential future dilution but also limiting equity-based compensation capacity. There are no financial metrics, capital raises, or strategic signals in the filing; therefore, the market impact is expected to be neutral and purely administrative.

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.

1

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.

2

FAQ

What did Renalytix plc file on July 25 2025?

The company filed Post-Effective Amendment No. 1 to Form S-8 to deregister unissued shares under its 2020 ESPP and Equity Incentive Plan.

How many shares are being deregistered by RNLX?

The exact number is not specified; the amendment removes all remaining unissued ordinary shares registered under the two 2020 plans.

Will Renalytix still issue shares under the 2020 plans?

No. By terminating the registration statement, no additional shares can be issued under those plans via this filing.

Does this filing affect Renalytix’s filer status?

The company remains a non-accelerated filer, smaller reporting company, and emerging growth company, as indicated in the amendment.

Who signed the Post-Effective Amendment for Renalytix?

James McCullough, Chief Executive Officer and Director, signed the document in London.