Launch of equity placing of approximately US$10m

LONDON, March 12, 2024 -- Renalytix plc (NASDAQ: RNLX) (LSE: RENX) announces the launch of an equity placing of approximately US$10 million (the "Placing").

Highlights

• The Placing involves a placing of new ordinary shares of £0.0025 each in the capital of the Company (the "Ordinary Shares") at 20 pence per Ordinary Share (the "Placing Price") to raise approximately US$10 million (c.£7.8 million)
• The Placing is expected to generate gross cash proceeds of approximately US$10 million (c.£7.8 million) (assuming an exchange rate of $1.00 = £0.78), the net proceeds of which will be used for general working capital requirements
• Completion of the Placing beyond 19,986,031 Ordinary Shares, is conditional upon shareholder approval to enable the issue of additional new Ordinary Shares at the Placing Price beyond current allotment authorities and to ensure compliance with the Nasdaq rules, which is due to be sought at a general meeting of the Company to be held at such date and time to be fixed and announced by the Company in due course

The Company's existing cash resources and net proceeds from the Placing will be used to fund working capital requirements. The Company's current cash runway, in absence of further financing, runs into April 2024. It is expected that the net proceeds of the Placing will extend the cash runway of the Company into Q4 2024. The Company reserves the right to continue to explore, and undertake, if appropriate, further financing or financings following this transaction in order to further extend the cash runway while the previously announced Formal Sale Process is underway. Such financings may consist of equity and/or debt or convertible securities.

The Placing will raise approximately US$10 million (before expenses) and will involve a placing of new Ordinary Shares at the Placing Price (the "Placing Shares"). Any Placing Shares issued to investors in the U.S. will be issued pursuant to an exemption from registration and all Placing Shares will be restricted certificated Ordinary Shares, with the relevant share certificates to be held by the Company's registrars. The restricted Ordinary Shares will be subsequently registered with the U.S. Securities and Exchange Commission within 45 days of the relevant closing. Upon a sale pursuant to the effective registration statement, the Company will remove the restriction and facilitate resale of the Ordinary Shares and, if the holder chooses and pays any associated ADS conversion fees, conversion to new ADSs on Nasdaq, with each ADS representing two Ordinary Shares. The Placing Shares will not be admitted to trading on AIM until after the restrictions have been removed and they are capable of being held in CREST.

The Placing Shares are expected to be issued in two tranches, with the issuance of the first tranche of 19,986,031 Ordinary Shares (the "First Tranche Placing Shares") to take place on or around March 14, 2024 and the issuance of the remainder of the Placing Shares (the "Second Tranche Placing Shares") subject to shareholder approval of (i) the allotment and issue of the Second Tranche Placing Shares, (ii) the disapplication of pre-emption rights in respect of the allotment and issue of the Second Tranche Placing Shares and (iii) the issuance of the Second Tranche Placing Shares as required by the Nasdaq rules, at a general meeting of the shareholders of the Company (the "General Meeting"). The Placing Shares are subject to certain conditions and/or resale and transfer restrictions set out in Appendix I to this announcement.

The Placing is expected to close with respect to the First Tranche Placing Shares on or about March 14, 2024, subject to customary closing conditions.

The Placing will be conducted by way of an accelerated bookbuilding process (the "Bookbuild") which will be launched immediately following this Announcement in accordance with the terms and conditions set out in Appendix I. The Placing Shares are not being made available to the public. It is envisaged that the Bookbuild will be closed no later than 5 p.m. today, 12 March 2024. Details of the final number of Placing Shares and the approximate gross proceeds of the Placing will be announced as soon as practicable after the closing of the Bookbuild.

The Company's existing cash resources and net proceeds from the Placing will be used to fund working capital requirements. The Company's current cash runway, in absence of further financing, runs into April 2024. It is expected that the net proceeds of the Placing will extend the cash runway of the Company to October 2024. The Company reserves the right to continue to explore, and undertake, if appropriate, further financing or financings following this transaction in order to further extend the cash runway while the previously announced Formal Sale Process is underway. Such financings may consist of equity and/ or debt or convertible securities.

Application will be made to the London Stock Exchange for admission of the First Tranche Placing Shares to trading on AIM following the First Resale Registration Statement having been filed with the SEC (which is expected to be within 45 days of First Closing) and become effective ("First Admission").

The amount that can be raised in the Placing has a limit of 20% of the current issued share capital of the Company, as per the Nasdaq 20% rule, which equates to 19,986,031 ordinary shares. A further allotment authority, disapplication authority and approval under the Nasdaq rules will be sought at the General Meeting to be held at such date and time to be fixed and announced by the Company in due course. Subject to the passing of the Resolutions at the General Meeting, completion of the allotment and issue of the Second Tranche Placing Shares will take place after the General Meeting. Application will be made to the London Stock Exchange for admission of the Second Tranche Placing Shares to trading on AIM following the Second Resale Registration Statement having been filed with the SEC (which is expected to be within 45 days of Second Closing) and become effective ("Second Admission").

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained within Chapter 3 of the FCA Handbook Product Intervention and Product Sourcebook (the "UK Product Governance Requirements") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of: (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties (each as defined in the FCA Handbook Conduct of Business Sourcebook); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offer. In all circumstances the Bookrunner will only procure investors who meet the criteria of professional clients and eligible counterparties.

APPENDIX I

Bookbuild

Details of the Placing

The Placing Agreement contains customary undertakings and warranties given by the Company to the Bookrunner including as to the accuracy of information contained in this Announcement and to be contained in the placing documents, to matters relating to the Company and its business and a customary indemnity given by the Company to the Bookrunner in respect of liabilities arising out of or in connection with the Placing, the First Admission and/or Second Admission (if applicable).

The Placing is conditional upon, inter alia:

• in respect of Second Tranche Placing Shares, the passing of the Resolutions at the General Meeting; and
• the obligations of the Bookrunner under the Placing Agreement not having been terminated in accordance with its terms prior to First Closing in respect of the First Tranche Placing shares or Second Closing in respect of the Second Tranche Placing Shares.

Lock up

As part of the Placing, the Company has agreed that it will not issue or sell any Ordinary Shares for a period of 90 days after the date of this announcement without the prior written consent of the Bookrunner. That agreement is subject to certain customary carve-outs agreed between the Bookrunner and the Company.

Application for admission to trading

Application will be made to the London Stock Exchange for First Admission and Second Admission. It is expected that settlement of the First Tranche Placing Shares will take place on or around March 14, 2024 and First Admission will become effective following the First Resale Registration Statement having been filed with the SEC (which is expected to be within 45 days of First Closing) and becoming effective and that dealings in the First Tranche Placing Shares will commence at that time. It is expected that, subject to the passing of the Resolutions at the General Meeting, settlement of the Second Tranche Placing Shares will take place within two trading days after the General Meeting and that the Second Admission will become effective following the Second Resale Registration Statement having been filed with the SEC (which is expected to be within 45 days of Second Closing) and become effective and that dealings in the Second Tranche Placing Shares will commence at that time.

Participation in, and principal terms of, the Placing

7. Each Placee's allocation will be confirmed to Placees orally or by email by the Bookrunner, and evidenced by a trade confirmation or contract note which will be dispatched as soon as practicable thereafter. The terms of this Appendix will be deemed incorporated by reference therein. The oral or email confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of the Bookrunner and the Company, under which it agrees to acquire the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's Articles. Except as required by law or regulation, no press release or other announcement will be made by the Bookrunner, or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent. The Company and the Bookrunner will determine, in their absolute discretion, the allocation of Placing Shares between First Tranche Placing Shares and Second Tranche Placing Shares.

Conditions of the Placing

• the Company allotting the First Tranche Placing Shares in accordance with the Placing Agreement;
• the Company allotting the Second Tranche Placing Shares in accordance with the Placing Agreement; and
• in respect of the Second Tranche Placing Shares only, the passing of the Resolutions (without amendment) at the General Meeting (and not, except with the written agreement of the Bookrunner, at any adjournment of such meeting).

Right to terminate under the Placing Agreement

The Bookrunner is entitled in its absolute discretion, at any time before First Closing, acting in good faith and, to the extent reasonably practicable, following consultation with the Company, to terminate the Placing Agreement by giving notice to the Company in the following circumstances:

• the warranties given by the Company to the Bookrunner are not true and accurate or have become misleading (or would not be true and accurate or would be misleading if they were repeated at any time before First Closing) by reference to the facts subsisting at the time when the notice referred to above is given; or
• the Company fails to comply with any of its obligations under the Placing Agreement in any case which is material in the context of the Placing; or
• a matter having arisen in respect of which indemnification may be sought from the Company under the indemnity included in the Placing Agreement; or
• there has occurred a suspension or cancellation by the LSE or Nasdaq of trading in the Company's securities; or
• a matter, fact, circumstance or event has arisen such that in the opinion of the Bookrunner, acting in good faith, a Supplementary Placing Announcement is required to be published; or
• there is introduced, or there is a public announcement of a proposal to introduce, any change in Market Rules or any other applicable law in the United Kingdom or the US, which does or is likely to prohibit or restrict the Placing, capital issues or stock markets or materially adversely affect the Group; or
• there has occurred, in the Bookrunner's opinion, acting in good faith, a Material Adverse Change; or
• there has occurred:
• a suspension of trading in securities generally on the LSE or Nasdaq or generally on any stock exchange or trading in any stock exchange or over-the-counter market is materially disrupted or minimum or maximum prices have been established on any such exchange; or

which, in the opinion of a Bookrunner, acting in good faith, would or would be likely to prejudice materially the Company or the Placing or makes it impracticable or inadvisable to proceed with the Placing.

The Bookrunner is entitled in its absolute discretion, at any time before Second Closing, acting in good faith and, to the extent reasonably practicable, following consultation with the Company, to terminate the Placing Agreement by giving notice to the Company in the following circumstances:

• any statement contained in any Placing Document is or has become or has been discovered to be untrue, misleading or inaccurate or any matter has arisen which would, if the Placing Documents were to be issued at that time, constitute an inaccuracy or omission therefrom which in the opinion of the Bookrunner, acting in good faith, is material in the context of the Placing or Second Admission or any of the transactions contemplated by the Placing Agreement;
• the warranties given by the Company to the Bookrunner are not true and accurate or have become misleading (or would not be true and accurate or would be misleading if they were repeated at any time before Second Closing) by reference to the facts subsisting at the time when the notice referred to above is given;
• the Company fails to comply with any of its obligations under the Placing Agreement in any case which is material in the context of the Placing;
• a matter having arisen in respect of which indemnification may be sought from the Company under the indemnity included in the Placing Agreement;
• there has occurred a suspension or cancellation by the LSE or Nasdaq of trading in the Company's securities;
• a matter, fact, circumstance or event has arisen such that in the opinion of the Bookrunner, acting in good faith, a Supplementary Placing Announcement is required to be published; or
• there is introduced, or there is a public announcement of a proposal to introduce, any change in Market Rules or any other applicable law in the United Kingdom or the US, which does or is likely to prohibit or restrict the Placing, capital issues or stock markets or materially adversely affect the Group; or
• there has occurred, in the Bookrunner's opinion, acting in good faith, a Material Adverse Change.

No admission document or prospectus

Registration and settlement

Provided payment in full has been made, definitive legended share certificate(s) in respect of the Placing Shares shall be prepared by Link Group (the "Registrar") as soon as possible following the First Closing or Second Closing, as applicable. Such definitive share certificate(s) shall be kept by the Registrar and there shall be no obligation on the Company or the Registrar to despatch, post or mail such definitive share certificates to the persons named thereon pending sales made pursuant to the First Resale Registration Statement or the Second Resale Registration Statement, as applicable. Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the Sterling Overnight Index Average (SONIA) as determined by the Bookrunner.

Representations, warranties and further terms

• acknowledges that the Ordinary Shares are admitted to trading on AIM and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules (collectively, "UK Public Information"), which includes a description of the nature of the Company's business, the Company's most recent balance sheet and profit and loss account and similar statements published in preceding years and that the Placee is able to obtain or access such information or comparable information concerning any other publicly traded company without undue difficulty;
• acknowledges that the Placing Shares are being offered and sold by or on behalf of the Company (i) to Non-US Placees in "offshore transactions" as defined in, and in accordance with, Regulation S and (ii) to a limited number of US Placees reasonably believed to be QIBs in transactions not involving a public offering within the meaning of Section 4(a)(2) of the Securities Act and which are exempt from or not subject to the registration requirements of the Securities Act and applicable US state securities laws. It and the prospective beneficial owner of the Placing Shares are, and at the time the Placing Shares are subscribed for will be, either: (i) outside the United States and subscribing for the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S, and has agreed to be bound to the terms of the Non-US Investor Letter in the form provided to it by the Bookrunner or its affiliates; or (ii) a QIB which has agreed to be bound to the terms of the US Investor Letter in the form provided to it by the Bookrunner or its affiliates. In addition, with respect to (ii) above, it further acknowledges: (a) it is subscribing for the Placing Shares for its own account or for one or more accounts as to each of which it exercises sole investment discretion and each of which is a QIB; (b) it is subscribing for the Placing Shares for investment purposes only and not with a view to any distribution or for resale in connection with the distribution thereof, in whole or in part, in the United States; and (c) it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;
• acknowledges that any U.S. resale registration rights related to the Placing Shares shall be deemed waived in the event that the Placee does not timely provide the information requested by the Company or its counsel that is reasonable and necessary for the preparation and filing of the U.S. resale registration statement, and acknowledges that in order to have one's Placing Shares included in the U.S. resale registration statement, the Placee must consent to be named and have certain information regarding the Placee published in the U.S. resale registration statement;
• represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to First Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation (including any relevant implementing measure in any member state);
• represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to First Admission or Second Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in the United Kingdom within the meaning of the UK Prospectus Regulation (including any relevant implementing measure in the United Kingdom);

APPENDIX II

DEFINITIONS

The following definitions apply throughout this Announcement unless the context requires otherwise:

"Admission" means the First Admission and/or the Second Admission (if applicable);

"ADS" means an American depositary share representing two Ordinary Shares;

"AIM" means the AIM market operated by the London Stock Exchange;

"AIM Rules" means the AIM Rules for Companies and the AIM Rules for Nominated Advisers, together;

"Announcement" means this announcement (including the appendices to this announcement);

"Appendices" means the appendices to this announcement;

"Articles" means the articles of association of the Company in force at the date of this Agreement;

"Board of Directors" means the board of directors of the Company;

"Bookrunner" means the nominated adviser of the Company, in its role as Bookrunner for the Company;

"COB Rules" means the rules set out in the conduct of business sourcebook of the FCA Handbook;

"Company" or "Renalytix" means Renalytix plc, registered in England and Wales with number 11257655, whose registered office is at Finsgate, 5-7 Cranwood Street, London, EC1V 9EE, United Kingdom;

"EEA" means the European Economic Area;

"EU Prospectus Regulation" means Regulation (EU) 2017/1129;

"FCA" means the Financial Conduct Authority;

"FCA Handbook" means the handbook of rules and guidance of the FCA made pursuant to FSMA;

"First Admission" means the admission of the First Tranche Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules;

"First Closing" means completion of the allotment and issue of the First Tranche Placing Shares;

"First Resale Registration Statement" means a registration statement on Form S-3 (or such other form as is then available to the Company) registering the resale of the First Tranche Placing Shares;

"First Tranche Placing Shares" means 19,986,031 Placing Shares;

"FSMA" means the UK Financial Services and Markets Act 2000, as amended;

"General Meeting" means a general meeting of the Shareholders of the Company, to be convened by the Company after the date of this Announcement;

"Group" means the Company and its subsidiary undertakings from time to time and as at the date of this Agreement;

"London Stock Exchange" or "LSE" means London Stock Exchange plc;

"Long Stop Date" means 30 June 2024;

"MAR" means Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, and from 1 January 2021 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018;

"Market Rules" means any law, regulation or stock or financial market rule, or policy statement, ruling, order or other regulatory instrument of any securities regulatory authority in the UK, the US or any other jurisdiction in which the Placing Shares are offered or sold, applicable to the Company or its Ordinary Shares and/or ADSs, including, without limitation, the AIM Rules, the rules and regulations of the LSE, MAR, the DTRs, the US Securities Act and the US Exchange Act;

"MiFID II" means the EU Directive 2014/65/EU on markets in financial instruments, as amended;

"MiFID II Product Governance Requirements" means the product governance requirements contained within: (a) MiFID II; (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures;

"Nasdaq" means The Nasdaq Global Market;

"Non-US Placee" means Placees other than US Placees;

"Ordinary Shares" means the ordinary shares of nominal value £0.0025 each in the capital of the Company;

"Placees" means persons to be procured by the Bookrunner who agree to subscribe for Placing Shares;

"Placing Price" means 20 pence per Placing Share;

"Placing Shares" means the new Ordinary Shares proposed to be allotted and issued by the Company as set out in the Placing Term Sheet fully paid up pursuant to the Placing in accordance with the terms of the Placing Agreement following the Bookbuild, including, for the avoidance of doubt, both the First Tranche Placing Shares and the Second Tranche Placing Shares;

"QIB" means qualified institutional buyer as defined in Rule 144A under the Securities Act;

"Regulation S" means Regulation S promulgated under the Securities Act;

"Resolutions" means the resolutions to be set out in the notice of General Meeting convened by the Company, to authorise the issue of the Second Tranche Placing Shares pursuant to the Placing;

"Rule 144A" means Rule 144A under the Securities Act;

"Second Admission" means the admission of the Second Tranche Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules;

"Second Closing" means completion of the allotment and issue of the Second Tranche Placing Shares;

"Second Resale Registration Statement" means a registration statement on Form S-3 (or such other form as is then available to the Company) registering the resale of the Second Tranche Placing Shares;

"Second Tranche Placing Shares" means such number of Placing Shares equal to the aggregate number of Placing Shares minus the First Tranche Placing Shares;

"Securities Act" means the US Securities Act of 1933, as amended;

"Shareholders" means holders of Ordinary Shares from time to time;

"Target Market Assessment" means the product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II;

"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland;

"US Exchange Act" means the United States Securities Exchange Act of 1934, as amended;

"US Placee" means Placees who are "U.S. persons" as defined in Regulation S; and