Result of Placing and Subscription

Renalytix (NASDAQ: RNLX) (AIM: RENX), an artificial intelligence-enabled in vitro diagnostics company, focused on optimizing clinical management of kidney disease to drive improved patient outcomes and advance value-based care, confirms that, further to the Company's announcement released at 5.42 p.m. on 30 September 2024 (RNS Number: 3313G) (the "Fundraising Announcement"), the bookbuild has now closed and the Company has, conditionally, raised gross proceeds of £11.8 million by way of a successful placing of, and subscription for, a total of 131,161,556 new Ordinary Shares at the Issue Price of 9 pence per share (the "Placing and Subscription"). The Issue Price represents a premium of 12.5 per cent. to the closing middle market price of 8 pence per Ordinary Share on 30 September 2024, being the last business day prior to this announcement.

Oberon Capital (a trading name of Oberon Investments Limited) is acting as sole bookrunner in respect of the Placing. The Placing was undertaken through an accelerated bookbuild process.

The above figures include the issue of 13,366,750 shares to The Icahn School of Medicine at Mount Sinai ("Mount Sinai"), which shares have been issued in the expectation that Mount Sinai will forgive certain debts payable by the Company. Excluding these shares, the gross proceeds of the Placing and Subscription are £10.6 million.

James McCullough, CEO of Renalytix commented: "We are very excited about the future potential of our business. The strong demand we have seen for the Fundraise supports our view that Renalytix offers investors unique access to a world-leading kidney prognostic test: the only test to be FDA approved, granted full Medicare reimbursement at $950 per test; recommended in KDIGO Clinical Guidelines; available to approximately 14m US diabetic kidney disease patients; and able to address the needs of approximately 260M DKD patients globally.

"We now have a strong cash and balance sheet position, we have taken positive actions to substantially reduce our monthly cash burn, and we are delivering quarter-on-quarter growth in orders, whilst also supporting a new customer launch. We believe these factors, combined, will take the Company to profitability and cash flow break-even in approximately two years and that we have the potential to generate revenue of approximately $17.5 million in FY27."

Capitalised terms used in this announcement (the "Announcement") have the meanings given to them in the Fundraising Announcement, unless the context provides otherwise.

The Placing and Subscription and the issue of the Placing and Subscription Shares are conditional upon, amongst other things:

Furthermore, the issue of the Non-EIS/VCT Placing Shares (as defined below) and Subscription Shares are conditional upon shareholder approval of the Resolutions, to be proposed at the General Meeting (such terms as defined further below).

Director and Substantial Shareholder participation and related party transactions

James McCullough, Christopher Mills, Catherine Coste, and Fergus Fleming, being Directors of the Company, have subscribed for certain Placing Shares. Mount Sinai, being a Substantial Shareholder of the Company, has also subscribed for certain Subscription Shares. The number of Placing and Subscription Shares conditionally subscribed for by Mount Sinai and those above named Directors, and their resulting shareholding on admission of all new Ordinary Shares1, are set out below:

Note 1: The statistics above assume the passing of the Resolutions at the General Meeting and therefore Admission of all new Ordinary Shares to be issued pursuant to the Placing, Subscription and debt restructuring.

Note 2: Christopher Mills' shareholding includes shares held through North Atlantic Smaller Companies Investment Trust plc and Oryx International Growth Fund Limited. Christopher Mills is a partner and Chief Investment Officer of Harwood Capital LLP. Harwood Capital LLP is investment manager to North Atlantic Smaller Companies Investment Trust plc and investment adviser to Oryx International Growth Fund Limited.

Those Directors listed above, Mount Sinai and other significant subscribers have agreed to a 6 month lock-in on shares subscribed for in the Placing.

The participation by those listed in the above table amounts to related party transactions within the meaning of the AIM Rules for Companies (the "AIM Rules"). Accordingly, the Directors who are independent of the related party transactions (being Daniel Levangie and Erik Lium), having consulted with Stifel, the Company's nominated adviser for the purposes of the AIM Rules, consider the terms of the participation of those related parties to be fair and reasonable insofar as the Company's shareholders are concerned.

Admission & Total Voting Rights

The 92,773,922 Placing Shares are expected to be issued in two tranches, with the issuance of the first tranche of 23,174,440 Ordinary Shares (the "EIS/VCT Placing Shares") to take place on or around 9 October 2024 and the issuance of the remainder of the 69,599,482 Placing Shares (the "Non-EIS/VCT Placing Shares"), the 38,387,634 Subscription Shares and 36,550,543 Conversion Shares subject to shareholder approval of (i) the allotment and issue of the Non-EIS/VCT Placing Shares, Subscription and Conversion Shares, (ii) the disapplication of pre-emption rights in respect of the allotment and issue of those shares being obtained by passing certain resolutions (the "Resolutions") at a general meeting of the shareholders of the Company to be held on or around 31 October 2024 as mentioned below (the "General Meeting").

General Meeting and Posting of Circular

The General Meeting to approve the Resolutions is expected to be held on 31 October 2024.

The Circular, containing the Notice of the General Meeting, which sets out the Resolutions and further details on the Fundraising, is expected to be available to Shareholders of the Company on or about 10 October and, following its publication, will be available on the Company's website at https://renalytix.com. The Circular will include a unanimous Board recommendation that all Shareholders of the Company vote in favour of the Resolutions.

Admission, Settlement and Dealings

Application will be made to the London Stock Exchange ("LSE") for admission of the EIS/VCT Placing Shares to trading on AIM. It is expected that First Admission will take place on or around 8.00 a.m. on 9 October 2024 and that dealings in the EIS/VCT Placing Shares on AIM will commence at the same time.

Subject to the Resolutions being passed at the General Meeting, application will be made to the LSE for admission of the Non-EIS/VCT Placing Shares, the Subscription Shares and Conversion Shares to trading on AIM. It is expected that Second Admission will take place on or around 8.00 a.m. on 1 November 2024 and that dealings on AIM will commence at the same time.

Following First and Second Admission, the Company will have 333,637,612 Ordinary Shares in issue. The Placing, Subscription and Conversion Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

James McCullogh, Chief Executive Officer.

Timetable

The expected timetable regarding the proposed Fundraising is set out below:

The times and dates set out above, and mentioned throughout this Announcement, are subject to change, and may be adjusted by the Company in consultation with Oberon Capital. The timetable above also assumes that the Resolutions are passed at the General Meeting without adjournment. In the event of any significant changes from the expected timetable above, details of the new times and dates will be notified to Shareholders by the Company by an announcement released through a Regulatory Information Service.

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 Oberon Capital will only procure investors who meet the criteria of professional clients and eligible counterparties.