Plan to Implement ADS Ratio Change
Renalytix plc announced a plan to change its American Depository Share (ADS) ratio from one ADS representing two ordinary shares to one ADS representing fifty ordinary shares, effective around December 12, 2025. This change, equivalent to a one-for-twenty-five reverse ADS split, aims to improve ADS liquidity, reduce program costs, and potentially assist in meeting minimum bid price requirements for U.S. listing exchanges. While the proportional equity interest of ADS holders will remain unchanged, registered holders of certificated ADSs will need to surrender them for exchange, whereas uncertificated ADSs will be automatically updated. Fractional ADSs will not be issued, with proceeds from any aggregated fractional entitlements being distributed in cash. The company anticipates a proportional increase in the ADS trading price but cannot guarantee its effect on liquidity.
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LONDON and NEW YORK, 25 November 2025 - Renalytix plc (LSE: RENX) (OTCQB: RNLXY), a precision medicine diagnostics company, with kidneyintelX.dkd, the only FDA-approved and Medicare reimbursed prognostic test to support early-stage risk assessment in chronic kidney disease, announces plans to change the ratio of its American Depository Shares ("ADSs") to its ordinary shares from one (1) ADS, representing two (2) ordinary shares, to one (1) ADS representing fifty (50) ordinary shares (the "ADS Ratio"). The change in the ADS Ratio is expected to become effective on or about 12 December 2025 (the "Effective Date").
For the Company's ADS holders, the change in the ADS Ratio has the same effect as a one-for-twenty five reverse ADS split and will have no impact on an ADS holder's proportional equity interest in the Company. The change in the ADS Ratio is intended to further support the liquidity in the Company's ADSs, reduce the cost and expenses of the ADS program to the Company and its shareholders, and to provide future alternatives to regaining compliance with the U.S. listing exchanges' minimum bid price requirements. On the Effective Date, registered holders of the Company's ADSs held in certificated form will be required on a mandatory basis to surrender their certificated ADSs to Citibank, N.A., the depositary bank (the "Depositary"), for cancellation and will receive one (1) new ADS in exchange for every twenty five (25) existing ADSs surrendered. Holders of uncertificated ADSs in the Direct Registration System (DRS) and The Depository Trust Company (DTC) will have their ADSs automatically exchanged and need not take any action. The exchange of every twenty five (25) then-held (existing) ADSs for one (1) new ADS will occur automatically at the Effective Date, with the then-held ADSs being cancelled and new ADSs being issued by the Depositary. The Company's ADSs will continue to be traded on OTCQB under the ticker symbol "RNLXY."
No fractional new ADSs will be issued in connection with the change in the ADS Ratio. Instead, fractional entitlements to new ADSs will be aggregated and sold by the Depositary, and the net cash proceeds from the sale of the fractional ADS entitlements (after deduction of fees, taxes, and expenses) will be distributed to the applicable ADS holders by the Depositary.
As a result of the change in the ADS Ratio, the ADS trading price is expected to increase proportionally, although the Company can give no assurance that the ADS trading price after the change in the ADS Ratio will be proportionally equal to or greater than the previous ADS trading price prior to the change or that the change in the ADS Ratio will have any effect on the liquidity in the Company's ADSs.
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