Renalytix AI plc

Closing of Global Offering and resulting total voting rights

Renalytix AI plc (LSE: RENX) (NASDAQ: RNLX) ("RenalytixAI" or the "Company"), an artificial intelligence-enabled in vitro diagnostics company, focused on optimizing clinical management of kidney disease to drive improved patient outcomes and lower healthcare costs, today announces the closing of its global offering of an aggregate of 11,000,000 new ordinary shares, including 5,485,000 American Depositary Shares ("ADSs") at a price of US$13.50 per ADS and 30,000 ordinary shares at a price of £5.37 per ordinary share (at an exchange rate of GBP:USD 1:1.2563), for aggregate gross proceeds of approximately US$74.3 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by RenalytixAI. Each ADS offered represents two ordinary shares of the Company. The ADSs were offered in a registered public offering in the United States and the Company's ordinary shares were offered in a concurrent private placement in Europe and other countries outside of the United States (together, the "Global Offering"). In addition, RenalytixAI has granted the underwriters a 30-day option to purchase up to an additional 822,750 ADSs at the initial offering price per ADS less underwriting discounts and commissions.

The ADSs began trading on the Nasdaq Global Market under the symbol "RNLX" on 17 July 2020. RenalytixAI's ordinary shares are admitted to trading on the AIM market of London Stock Exchange plc ("AIM") under the symbol "RENX". Application has been made for the new ordinary shares issued in Global Offering to be admitted to trading on AIM and it is expected that admission will become effective and dealings in the new ordinary shares will commence at 8:00 a.m. (BST) on 22 July 2020.

J.P. Morgan and Stifel acted as joint global coordinators and joint book-running managers for the Global Offering. 

Following the closing of the Global Offering, the issued share capital of the Company is 70,416,134 ordinary shares and this figure may be used by shareholders as a denominator for the calculations by which they will determine if they are required to notify their interest in, or change to their interest in, the Company, under the Disclosure Guidance and Transparency Rules published by the Financial Conduct Authority.

A registration statement, including a prospectus, relating to these securities has been filed by RenalytixAI and was declared effective by the Securities and Exchange Commission on 16 July 2020. Copies of the registration statement can be accessed through the SEC's website at www.sec.gov. The Global Offering was made only by means of a prospectus. Copies of the final prospectus relating to and describing the terms of the Global Offering may be obtained from the offices of J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by telephone at +1 (866) 803-9204, or by e-mail at prospectus-eq_fi@jpmchase.com or from Stifel, Nicolaus & Company, Incorporated, Attention: Prospectus Department, One Montgomery Street, Suite 3700, San Francisco, CA 94104, or by telephone at +1 (415) 364-2720 or by email at syndprospectus@stifel.com

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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Forward-Looking Statements

Certain statements made in this press release are forward-looking statements including with respect to the admission of the new ordinary shares to trading on AIM. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates" and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including if the new ordinary shares are not admitted to trading on AIM or admission is delayed or if there are adverse market or economic conditions. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this press release. The forward-looking statements made in this press release relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

For readers in the European Economic Area ("EEA") and the United Kingdom

In any EEA member state and the United Kingdom, this communication is only addressed to and directed at qualified investors in that member state and the United Kingdom within the meaning of the Prospectus Regulation. The term "Prospectus Regulation" means Regulation (EU) 2017/1129.

For readers in the United Kingdom

This communication, in so far as it constitutes an invitation or inducement to enter into investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 as amended ("FSMA")) in connection with the securities which are the subject of the offering described in this press release or otherwise, is being directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments who fall within Article 19(5) ("Investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) certain high value persons and entities who fall within Article 49(2)(a) to (d) ("High net worth companies, unincorporated associations etc.") of the Order; or (iv) any other person to whom it may lawfully be communicated (all such persons in (i) to (iv) together being referred to as "relevant persons"). The ADSs or ordinary shares offered in the Global Offering are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such ADSs or ordinary shares will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. This communication does not contain an offer or constitute any part of an offer to the public within the meaning of sections 85 and 102B of FSMA or otherwise.