Grant & Cancellation of Options
Board granted 28.9m share options to executives and PDMRs; cancelled 2.8m existing options.
- Total options granted 28,914,285 ordinary shares
- Exercise price £0.0996 per share
- Options cancelled 2,811,080 ordinary shares
- CEO options granted 9,638,095
- Executive Chairman options granted 6,425,397
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LONDON and NEW YORK, 30 December 2024 - Renalytix plc (LSE: RENX) (OTCQB: RNLXY), which is commercialising the only FDA-approved and Medicare reimbursed prognostic test to support early-stage risk assessment for chronic kidney disease, announces that the Board has granted options over a total of 28,914,285 ordinary shares of 0.25 pence each in the capital of the Company ("Options") on 24 December 2024 to Persons Discharging Managerial Responsibilities ("PDMRs") as detailed below. Concurrently, historic options have been cancelled as outlined in further detail below:
| Name | Position | Options granted |
|---|---|---|
| James McCullough | Chief Executive Officer | 9,638,095 |
| Julian Baines | Executive Chairman | 6,425,397 |
| Fergus Fleming | Chief Technology Officer & Executive Director | 5,782,857 |
| Howard Doran | President | 4,819,047 |
| Catherine Coste 1 | Non-Executive Director | 1,285,079 |
| Joel Jung 2 | Interim Chief Financial Officer | 963,809 |
The Options, which have been issued in line with the Company's existing share option plan, have an exercise price of £0.0996 per ordinary share, being the closing mid-market price of the shares on 23 December 2024.
The Options for the Executive Directors above will vest as follows:
- One third upon the Company achieving a mid-market share price of £0.20 for seven consecutive trading days within the next three years;
- One third upon the Company achieving $3.2 million in revenue during the fiscal year ending 30 June 2025. This component is subject to a pro-rata sliding scale with no vesting to occur if revenue is below 75% of the target and if revenue is 75% or above, the vesting percentage will align with the percentage of the target achieved; and
- One third vesting quarterly over 36 months on a quarterly basis.
All Options are subject to the individuals remaining employed by the Company and will only vest after a six month cliff from the vesting commencement date.
The Board recognises the importance of share options to appropriately incentivise and retain staff as well as to ensure their interests are aligned with that of the Company and its shareholders. Therefore, the Remuneration Committee recommended to the Board that, given the prevailing share price of the Company and the increase in its issued share capital following the fundraise announced on 30 September 2024, the existing awards of share options ("Existing Options") were no longer a reasonable incentive. As such, it was proposed that the Existing Options be cancelled and replaced by the Options to re-align the option scheme with the current share price and issued share capital of the Company. Consequently, 2,811,080 Existing Options held by certain directors and PDMRs were cancelled on 24 December 2024, as detailed below. The holders of the Existing Options have agreed to their cancellation with immediate effect.
| Name | Position | Options cancelled |
|---|---|---|
| James McCullough | Chief Executive Officer | 875,017 |
| Julian Baines | Executive Chairman | - |
| Fergus Fleming | Chief Technology Officer & Executive Director | 891,063 |
| Howard Doran | President | 700,000 |
| Catherine Coste 1 | Non-Executive Director | 285,000 |
| Joel Jung 2 | Interim Chief Financial Officer | 60,000 |
1Catherine Coste's Options will vest equally on a quarterly basis over the one-year period from grant.
2Joel Jung's Options will vest equally on a quarterly basis over the six-month period until the end of his consulting term on 30 June 2025.
| a) | Name | James McCullough |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Executive Officer |
| b) | Initial notification /Amendment | Initial Notification |
| a) | Name | Renalytix plc |
| b) | LEI | 213800NTOH3FK3WER551 |
| a) | Description of the financial instrument, type of instrument | Ordinary shares of £0.0025 each |
| Identification code | GB00BYWL4Y04 | |
| b) | Nature of the transaction | Grant of options over shares |
| c) | Price(s) and volume(s) | |
| Price(s) | Volume(s) | |
| £0.0996 | 9,638,095 | |
| d) | Aggregated information | |
| - Aggregated volume | 9,638,095 | |
| - Price | £959,954.26 | |
| e) | Date of the transaction | 24 December 2024 |
| f) | Place of the transaction | London Stock Exchange, AIM |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Julian Baines |
| 2 | Reason for the notification | |
| a) | Position/status | Executive Chairman |
| b) | Initial notification /Amendment | Initial Notification |
| a) | Name | Renalytix plc |
| b) | LEI | 213800NTOH3FK3WER551 |
| a) | Description of the financial instrument, type of instrument | Ordinary shares of £0.0025 each |
| Identification code | GB00BYWL4Y04 | |
| b) | Nature of the transaction | Grant of options over shares |
| c) | Price(s) and volume(s) | |
| Price(s) | Volume(s) | |
| £0.0996 | 6,425,397 | |
| d) | Aggregated information | |
| - Aggregated volume | 6,425,397 | |
| - Price | £ 639,969.50 | |
| e) | Date of the transaction | 24 December 2024 |
| f) | Place of the transaction | London Stock Exchange, AIM |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Fergus Fleming |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Technology Officer & Executive Director |
| b) | Initial notification /Amendment | Initial Notification |
| a) | Name | Renalytix plc |
| b) | LEI | 213800NTOH3FK3WER551 |
| a) | Description of the financial instrument, type of instrument | Ordinary shares of £0.0025 each |
| Identification code | GB00BYWL4Y04 | |
| b) | Nature of the transaction | Grant of options over shares |
| c) | Price(s) and volume(s) | |
| Price(s) | Volume(s) | |
| £0.0996 | 5,782,857 | |
| d) | Aggregated information | |
| - Aggregated volume | 5,782,857 | |
| - Price | £575,972.55 | |
| e) | Date of the transaction | 24 December 2024 |
| f) | Place of the transaction | London Stock Exchange, AIM |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Howard Doran |
| 2 | Reason for the notification | |
| a) | Position/status | President |
| b) | Initial notification /Amendment | Initial Notification |
| a) | Name | Renalytix plc |
| b) | LEI | 213800NTOH3FK3WER551 |
| a) | Description of the financial instrument, type of instrument | Ordinary shares of £0.0025 each |
| Identification code | GB00BYWL4Y04 | |
| b) | Nature of the transaction | Grant of options over shares |
| c) | Price(s) and volume(s) | |
| Price(s) | Volume(s) | |
| £0.0996 | 4,819,047 | |
| d) | Aggregated information | |
| - Aggregated volume | 4,819,047 | |
| - Price | £479,977.13 | |
| e) | Date of the transaction | 24 December 2024 |
| f) | Place of the transaction | London Stock Exchange, AIM |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Catherine Coste |
| 2 | Reason for the notification | |
| a) | Position/status | Non-Executive Director |
| b) | Initial notification /Amendment | Initial Notification |
| a) | Name | Renalytix plc |
| b) | LEI | 213800NTOH3FK3WER551 |
| a) | Description of the financial instrument, type of instrument | Ordinary shares of £0.0025 each |
| Identification code | GB00BYWL4Y04 | |
| b) | Nature of the transaction | Grant of options over shares |
| c) | Price(s) and volume(s) | |
| Price(s) | Volume(s) | |
| £0.0996 | 1,285,079 | |
| d) | Aggregated information | |
| - Aggregated volume | 1,285,079 | |
| - Price | £127,993.90 | |
| e) | Date of the transaction | 24 December 2024 |
| f) | Place of the transaction | London Stock Exchange, AIM |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Joel Jung |
| 2 | Reason for the notification | |
| a) | Position/status | Interim Chief Financial Officer |
| b) | Initial notification /Amendment | Initial Notification |
| a) | Name | Renalytix plc |
| b) | LEI | 213800NTOH3FK3WER551 |
| a) | Description of the financial instrument, type of instrument | Ordinary shares of £0.0025 each |
| Identification code | GB00BYWL4Y04 | |
| b) | Nature of the transaction | Grant of options over shares |
| c) | Price(s) and volume(s) | |
| Price(s) | Volume(s) | |
| £0.0996 | 963,809 | |
| d) | Aggregated information | |
| - Aggregated volume | 963,809 | |
| - Price | £95,995.43 | |
| e) | Date of the transaction | 24 December 2024 |
| f) | Place of the transaction | London Stock Exchange, AIM |
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