Block Admission & “At The Market” Sales Agreement
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LONDON and SALT LAKE CITY - 21 May 2024 - Renalytix plc (NASDAQ: RNLX) (LSE: RENX) entered into an at-the-market offering agreement with H.C. Wainwright & Co., LLC (the "Agent") on 15 May 2024 pursuant to which the Company may issue and sell from time to time, at its option, the Company's American Depositary Shares (the "ADSs", such ADSs being the "Programme ADSs"), each representing two ordinary shares nominal value £0.0025 per share of the Company (the "Ordinary Shares"), through or to the Agent, as sales agent and/or principal, for an aggregate offering price of up to $15 million (the "ATM Programme").
Any Ordinary Shares to be represented by the Programme ADSs will be allotted and issued pursuant to the resolutions adopted at the Company's general meeting on 22 April 2024 and/or any replacement resolutions to allot and issue Ordinary Shares adopted by the Company's shareholders from time to time.
The sale, if any, of the Programme ADSs will be made by any methods permitted that is deemed to be an "at-the-market" equity offering as defined in Rule 415(a)(4) promulgated under the U.S. Securities Act of 1933, as amended, including sales made directly on The Nasdaq Global Market or any other trading market for the Company's ADSs. The Programme ADSs, if any, will be issued and sold pursuant to the Company's registration statement on Form S-3 (File No. 333-274733), which became effective on 6 October 2023 and the related prospectus supplement dated 15 May 2024, in each case filed with the U.S. Securities and Exchange Commission (the "SEC"). A copy of the registration statement and the prospectus supplement may be obtained on the SEC's website at www.sec.gov.
Block Admission Application
Application has been made to London Stock Exchange plc for a block admission ("Block Admission") of up to 51,356,400 new Ordinary Shares which may be allotted and issued in connection with the ATM Programme. It is expected that the Block Admission will become effective on 22 May 2024.
The Block Admission, representing approximately 33% of the current issued share capital, is being made for the allotment and issue of new Ordinary Shares to be represented by the Programme ADSs. Following the Block Admission, the Company's issued share capital remains unchanged at 154,368,191 Ordinary Shares.
If and when issued, the new Ordinary Shares to be represented by the Programme ADSs will rank pari passu in all respects with the existing Ordinary Shares in the Company.
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