Grant & Cancellation of Options

Renalytix PLC

30 December 2024

 

Renalytix plc

("Renalytix" or the "Company")

Grant & Cancellation of Options / PDMR Dealings

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 Coste1	Non-Executive Director	1,285,079
Joel Jung2	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 Coste1	Non-Executive Director	285,000
Joel Jung2	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.

For further information, please contact:

Renalytix plc	www.renalytix.com
James McCullough, CEO	Via Walbrook PR
Stifel (Nominated Adviser and Joint Broker)	Tel: [phone]
Nicholas Moore / Nick Harland / Ben Good
Oberon Capital (Joint Broker)	Tel: [phone]
Mike Seabrook / Nick Lovering
Walbrook PR Limited	Tel: [phone] or [e-mail]
Paul McManus / Alice Woodings	Mob: [phone]
CapComm Partners
Peter DeNardo	Tel: [phone] or [e-mail]

About Renalytix

Renalytix (LSE: RENX) (OTCQB: RNLXY) is an artificial intelligence-enabled in vitro diagnostics company, focused on optimizing clinical management of kidney disease to drive improved patient outcomes. Renalytix has received FDA approval and Medicare reimbursement for kidneyintelX.dkd which is now offered commercially in the United States.

Unrecognized and uncontrolled kidney disease remains one of the largest barriers to controlling cost and suffering in the United States and the United Kingdom's medical system, affecting over 14 million and 8 million people, respectively. After five years of development and clinical validation, kidneyintelX.dkd is the only FDA-approved and Medicare reimbursed prognostic tool capable of understanding a patient's risk with kidney disease early where treatment has maximal effect. kidneyintelX.dkd is now being deployed across large physician group practices and health systems in select regions of the United States.

The over 10,000 patients that have been tested by kidneyintelX.dkd have produced a substantial body of real-world performance data. In patient populations where kidneyintelX.dkd has been deployed, a demonstrated and significant increase in diagnosis, prognosis, and treatment rates have been recorded. kidneyintelX.dkd now has full reimbursement established by Medicare, the largest insurance payer in the United States, at $950 per reportable result. kidneyintelX.dkd is also recommended for use in the international chronic kidney disease clinical guidelines (KDIGO). 

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	James McCullough
2	Reason for the notification
a)	Position/status	Chief Executive Officer
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Renalytix plc
b)	LEI	213800NTOH3FK3WER551
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
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
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Renalytix plc
b)	LEI	213800NTOH3FK3WER551
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
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
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Renalytix plc
b)	LEI	213800NTOH3FK3WER551
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
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
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Renalytix plc
b)	LEI	213800NTOH3FK3WER551
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
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
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Renalytix plc
b)	LEI	213800NTOH3FK3WER551
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
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
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Renalytix plc
b)	LEI	213800NTOH3FK3WER551
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
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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