0000950170-24-110315 | 10-K | XBRL Viewer

Basis of presentation and summary of significant accounting policies	12 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]
Basis of presentation and summary of significant accounting policies	3. Basis of presentation and summary of significant accounting policies The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). Principles of consolidation The consolidated financial statements include the accounts of Renalytix plc and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation. The Company accounts for investments in which it has significant influence, but not a controlling financial interest, using the equity method of accounting. Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Due to the uncertainty of factors surrounding the estimates or judgments used in the preparation of the consolidated financial statements, actual results may materially vary from these estimates. Estimates and assumptions are periodically reviewed, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Significant areas that require management’s estimate include the assumptions used in determining the fair value of share-based awards, determining the fair value of the bonds, recording the prepaid/accrual and associated expense for research and development activities performed for the Company by third parties and determining useful lives of property and equipment and capitalized software. Segment information The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. The Company’s singular focus is to make significant improvements in kidney disease diagnosis and prognosis, clinical care, patient stratification for drug clinical trials, and drug target discovery. Foreign currency The Company’s consolidated financial statements are presented in U.S. dollars, the reporting currency of the Company. The functional currency of Renalytix plc and Renalytix AI Limited is GB Pounds. The functional currency of Renalytix AI, Inc. is the U.S. dollar. Assets and liabilities of Renalytix plc and Renalytix AI Limited are translated at the rate of exchange at period-end, while the consolidated statements of operations and comprehensive loss are translated at the weighted average exchange rates in effect during the reporting period. The net effect of these translation adjustments is shown as a component of accumulated other comprehensive loss. Transaction gains and losses resulting from exchange rate changes on transactions denominated in currencies other than the functional currency are included in income in the period in which the change occurs and reported in the consolidated statements of operations and comprehensive loss. Concentrations of credit risk and major customers Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and accounts receivable balances. Periodically, the Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company deposits its cash and cash equivalents in financial institutions that it believes have high credit quality and are not exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships and has not experienced any losses on such accounts. The Company’s accounts receivable related to testing services are derived from revenue earned from customers located in the U.S. For the year ended June 30, 2024, approximately 69% of all receivables related to KidneyIntelX testing revenue related to two customers and the remaining 31% of receivables were due from other third-party payors. For the year ended June 30, 2023, approximately 70% of all receivables related to KidneyIntelX testing revenue related to one customer, approximately 19% of receivables were due from other party payors and approximately 11% of receivables outstanding related to pharmaceutical services performed for one customer. The Company performs initial and ongoing credit reviews on its customers, which involve consideration of the customers’ financial information, their location, and other factors to assess the customers’ ability to pay and reserved for $0.1 million of receivables for the year ended June 30, 2024. Fair value of financial instruments At June 30, 2024 and 2023, the Company’s financial instruments included accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities. The carrying amounts of these assets and liabilities approximates fair value due to their short-term nature. The convertible notes are recorded at their estimated fair value. Fair value option Under the Fair Value Option Subsections of ASC subtopic 825-10, Financial Instruments – Overall, the Company has the irrevocable option to report most financial assets and financial liabilities at fair value on an instrument-by-instrument basis, with changes in fair value reported in earnings (see Note 5). The Company has elected to measure and record the convertible notes at their estimated fair value. Cash and cash equivalents The Company considers all highly-liquid investments purchased with an original maturity of 90 days or less to be cash equivalents. As of June 30, 2024 and 2023, the Company had a cash balance of $4.7 million and $24.7 million, respectively. Accounts receivable Accounts receivable are recorded at the invoice amount and are non-interest bearing. The Company considers receivables past due based on the contractual payment terms. The Company reserves specific receivables if collectability is no longer reasonably assured. Estimates for credit losses are determined based on existing contractual obligations, historical payment patterns, and individual customer circumstances. The Company reserved for $0.1 million and $0.1 million of receivables as of June 30, 2024 and 2023, respectively. Property, equipment and other long-lived assets Property and equipment are recorded at cost. Depreciation is determined using the straight-line method over the estimated useful lives ranging from three to ten years. Expenditures for maintenance and repairs are expensed as incurred while renewals and betterments are capitalized. When property and equipment are sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in operations. In November 2023, the Company consolidated lab operations, which resulted in a $0.3 million impairment of property and equipment at the Company's Utah lab. In February 2024, the Company performed a recoverability assessment and determined the entire $0.1 million right-of-use asset related to the Utah lease to be impaired; in addition, the Company further consolidated lab operations, which resulted in a $0.3 million impairment of property and equipment at the Company's Florida lab. The Company recorded a $0.7 million impairment of property, equipment and other long-lived assets for the year ended June 30, 2024. There was no impairment loss on property, equipment and other long-lived assets in year ended June 30, 2023. Performance of contract liability to affiliate In May 2020, the Company and the Icahn School of Medicine at Mount Sinai entered into an operating agreement (“Kantaro Operating Agreement”) to form a joint venture, Kantaro Biosciences LLC (“Kantaro”), for the purpose of developing and commercializing laboratory tests for the detection of antibodies against SARS-CoV-2 originally developed by Mount Sinai. Kantaro has a fiscal year end of December 31st. Kantaro has partnered with Bio-Techne Corporation to develop and launch the new test which is designed for use in any authorized clinical testing laboratory without the need for proprietary equipment. On December 31, 2022, the members and managers of Kantaro decided that it was in the best interest of Kantaro to wind up the Kantaro business. As part of the termination agreement, the members agreed that Renalytix has no further liability to perform services on behalf of Kantaro. During the years ended June 30, 2024 and 2023, the Company recognized $0 and $0.01 million, respectively, related to the performance of the contract liability with Kantaro. This represents the allocation of costs for performing services on behalf of Kantaro. Investments VericiDx plc The Company accounts for its ownership of VericiDx securities at fair value in accordance with ASC 321, Investments-Equity Securities, with changes in fair value recorded in earnings as the fair value of VericiDx's ordinary shares are readily determinable via the London Stock Exchange. Based on closing stock price of VericiDx, the fair value of the investment in VericiDx was $0.7 million and $1.5 million at June 30, 2024 and 2023, respectively. In March 2024, the Company sold 750,000 ordinary shares of VericiDx for net proceeds of $0.1 million and a realized loss of $0.1 million. In May 2024, the Company sold 250,000 ordinary shares of VericiDx for net proceeds of $0.02 million and a realized loss of $0.04 million. The Company did not sell any shares during the year ended June 30, 2023. During the years ended June 30, 2024 and 2023, the Company recorded a decrease in fair value of $0.5 million and $1.3 million, respectively, in the consolidated statements of operations and comprehensive loss. The Company owned 3.7% and 5.8% of the ordinary shares of VericiDx at June 30, 2024 and 2023, respectively. Impairment assessment The Company evaluates its investments that are in unrealized loss positions, if any, and equity method investments for other-than-temporary impairment on a quarterly basis (see Note 5). Such evaluation involves a variety of considerations, including assessments of the risks and uncertainties associated with general economic conditions and distinct conditions affecting specific issuers or investees. Factors considered by the Company include (i) the length of time and the extent to which an investment’s fair value has been below its cost; (ii) the financial condition, credit worthiness, and near-term prospects of the issuer; (iii) the length of time to maturity; (iv) future economic conditions and market forecasts; (v) the Company’s intent and ability to retain its investment for a period of time sufficient to allow for recovery of market value; (vi) an assessment of whether it is more likely than not that the Company will be required to sell its investment before recovery of market value; and (vii) whether events or changes in circumstances indicate that the investment’s carrying amount might not be recoverable. Software development costs The Company follows the provisions of ASC 985, Software, which requires software development costs for software marketed externally to be expensed as incurred until the establishment of technological feasibility, at which time those costs are capitalized until the software is available for general release and are amortized over its estimated useful life of ten years. For the years ended June 30, 2024 and 2023, there was no capitalization of research and development expenses related to software development to record. Technological feasibility is established upon the completion of a working model that has been validated. Revenue recognition Pursuant to ASC 606, Revenue from Contracts with Customers, the Company recognizes revenue when a customer obtains control of promised goods or services. The Company records the amount of revenue that reflects the consideration that it expects to receive in exchange for those goods or services. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that it will collect the consideration to which it is entitled in exchange for the goods or services that it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations it must deliver and which of these performance obligations are distinct. Certain contracts have options for the customer to acquire additional services. The Company evaluates these options to determine if a material right exists. If, after that evaluation, the Company determines a material right does exist, it assigns value to the material right based upon the renewal option approach. The Company recognizes as revenue the amount of the transaction price that is allocated to each performance obligation when that performance obligation is satisfied or as it is satisfied. The Company uses the present right to payment principle and customer acceptance as indicators to determine the transfer of control to the customer occurs at a point in time. Sales tax and other similar taxes are excluded from revenues. Cost of revenue Cost of revenue consists of costs directly attributable to the services rendered, including labor, rent, lab consumables, depreciation, amortization and sample collection costs directly related to revenue generating activities. Research and development expenses Research and development costs consist primarily of internal and external labor costs incurred in connection with the development of KidneyIntelX as well as expenses related to studies and clinical trials to further the clinical value, performance and utility of KidneyIntelX. Research and development costs are expensed as incurred. Share-based compensation The Company measures equity classified share-based awards granted to employees and nonemployees based on the estimated fair value on the date of grant and recognizes compensation expense of those awards over the requisite service period, which is the vesting period of the respective award. The Company accounts for forfeitures as they occur. For share-based awards with service-based vesting conditions, the Company recognizes compensation expense on a straight-line basis over the service period. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions, including the expected stock price volatility, the expected term of the option, the risk-free interest rate for a period that approximates the expected term of the option, and the Company’s expected dividend yield. The Company was a privately-held organization prior to November 2018 and has been a publicly-traded company for a limited period of time and therefore lacks company-specific historical and implied volatility information for its shares. Accordingly, the Company estimates its expected share price volatility based on the historical volatility of publicly-traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is none based on the fact that the Company has never paid cash dividends on ordinary shares and does not expect to pay any cash dividends in the foreseeable future. The Company classifies share-based compensation expense in its consolidated statement of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. Income taxes Income taxes are accounted for under the asset and liability method as required by FASB ASC Topic 740, Income Taxes ("ASC 740"). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A reduction in the carrying value of the deferred tax assets is required when it is not more likely than not that such deferred tax assets are realizable. FASB ASC Subtopic 740-10, Accounting for Uncertainty of Income Taxes (ASC "740-10"), defines the criterion an individual tax position must meet for any part of the benefit of the tax position to be recognized in financial statements prepared in conformity with U.S. GAAP. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not such tax position will be sustained on examination by the taxing authorities, based solely on the technical merits of the respective tax position. The tax benefits recognized in the financial statements from such a tax position should be measured based on the largest benefit having a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority. In accordance with disclosure requirements of ASC 740-10, the Company’s policy on income statement classification of interest and penalties related to income tax obligations is to include such items as part of income tax expense. Comprehensive loss Comprehensive loss includes net loss as well as other changes in shareholders’ equity that result from transactions and economic events other than those with shareholders. For the periods presented, changes in shareholders’ equity include foreign currency translation as well as changes in fair value of the convertible note due to changes in instrument-specific credit risk. The change in instrument-specific credit risk was calculated as the change in the risk yield from the convertible debt issuance date to the valuation date. The instrument-specific credit risk at issuance date was calibrated such that the fair value of the convertible bond was equal to the issue price as of the issuance date. The risk yield was adjusted to reflect the change in credit spreads between the issuance date and the valuation date. Net loss per ordinary share Basic net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during each period. Diluted net loss per ordinary share includes the effect, if any, from the potential exercise or conversion of securities, such as options and convertible debt which would result in the issuance of incremental ordinary shares. The dilutive effect of convertible securities is calculated using the if-converted method. Under the if-converted method, interest charges applicable to the convertible debt as well as nondiscretionary adjustments which include any expenses or charges that are determined based on the income (loss) for the period are added back to net income. The convertible debt is assumed to have been converted at the beginning of the period (or at time of issuance, if later). For the year ended June 30, 2024, under the if-converted method, the add back of nondiscretionary adjustments and inclusion of potentially converted shares would be anti-dilutive. Emerging growth company The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”). Under the JOBS Act, companies have extended transition periods available for complying with new or revised accounting standards. The Company has elected to avail itself of this exemption and, therefore, while the Company is an emerging growth company, it will not be subject to new or revised accounting standards at the same time that they become applicable to other public emerging growth companies that have not elected to avail themselves of this exemption. Recently issued accounting pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments, which requires measurement and recognition of expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This is different from the current guidance as this will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets. The Company implemented ASU 2016-13 in the fiscal year beginning July 1, 2023 and evaluated the impact of ASU 2016-13 and it did not have a material impact on the consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 eliminates two of the three models in ASC 470-20 that require issuers to separately account for embedded conversion features and eliminates some of the requirements for equity classification in ASC 815-40-25 for contracts in an entity’s own equity. The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and generally requires them to include the effect of potential share settlement for instruments that may be settled in cash or shares. It is effective for annual periods beginning after December 15, 2023, and interim periods therein. The Company evaluated the effect ASU 2020-06 and it is not expected to have a material impact on the consolidated financial statements. In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements under ASU2023-07 are also required for public entities with a single reportable segment. The guidance is effective for the fiscal year ending June 30, 2025, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides for improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This guidance is effective for annual periods beginning after December 15, 2024, and the adoption of this standard is not anticipated to have a significant impact on the Company’s consolidated financial statements other than adding new disclosures, which the Company is currently evaluating.

Basis of presentation and summary of significant accounting policies

12 Months Ended

Jun. 30, 2024

Basis of presentation and summary of significant accounting policies

3. Basis of presentation and summary of significant accounting policies

The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

Principles of consolidation

The consolidated financial statements include the accounts of Renalytix plc and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation. The Company accounts for investments in which it has significant influence, but not a controlling financial interest, using the equity method of accounting.

Use of estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Due to the uncertainty of factors surrounding the estimates or judgments used in the preparation of the consolidated financial statements, actual results may materially vary from these estimates.

Estimates and assumptions are periodically reviewed, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Significant areas that require management’s estimate include the assumptions used in determining the fair value of share-based awards, determining the fair value of the bonds, recording the prepaid/accrual and associated expense for research and development activities performed for the Company by third parties and determining useful lives of property and equipment and capitalized software.

Segment information

The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. The Company’s singular focus is to make significant improvements in kidney disease diagnosis and prognosis, clinical care, patient stratification for drug clinical trials, and drug target discovery.

Foreign currency

The Company’s consolidated financial statements are presented in U.S. dollars, the reporting currency of the Company. The functional currency of Renalytix plc and Renalytix AI Limited is GB Pounds. The functional currency of Renalytix AI, Inc. is the U.S. dollar. Assets and liabilities of Renalytix plc and Renalytix AI Limited are translated at the rate of exchange at period-end, while the consolidated statements of operations and comprehensive loss are translated at the weighted average exchange rates in effect during the reporting period. The net effect of these translation adjustments is shown as a component of accumulated other comprehensive loss. Transaction gains and losses resulting from exchange rate changes on transactions denominated in currencies other than the functional currency are included in income in the period in which the change occurs and reported in the consolidated statements of operations and comprehensive loss.

Concentrations of credit risk and major customers

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and accounts receivable balances. Periodically, the Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company deposits its cash and cash equivalents in financial institutions that it believes have high credit quality and are not exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships and has not experienced any losses on such accounts.

The Company’s accounts receivable related to testing services are derived from revenue earned from customers located in the U.S. For the year ended June 30, 2024, approximately 69% of all receivables related to KidneyIntelX testing revenue related to two customers and the remaining 31% of receivables were due from other third-party payors. For the year ended June 30, 2023, approximately 70% of all receivables related to KidneyIntelX testing revenue related to one customer, approximately 19% of receivables were due from other party payors and approximately 11% of receivables outstanding related to pharmaceutical services performed for one customer. The Company performs initial and ongoing credit reviews on its customers, which involve consideration of the customers’ financial information, their location, and other factors to assess the customers’ ability to pay and reserved for $0.1 million of receivables for the year ended June 30, 2024.

Fair value of financial instruments

At June 30, 2024 and 2023, the Company’s financial instruments included accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities. The carrying amounts of these assets and liabilities approximates fair value due to their short-term nature. The convertible notes are recorded at their estimated fair value.

Fair value option

Under the Fair Value Option Subsections of ASC subtopic 825-10, Financial Instruments – Overall, the Company has the irrevocable option to report most financial assets and financial liabilities at fair value on an instrument-by-instrument basis, with changes in fair value reported in earnings (see Note 5). The Company has elected to measure and record the convertible notes at their estimated fair value.

Cash and cash equivalents

The Company considers all highly-liquid investments purchased with an original maturity of 90 days or less to be cash equivalents. As of June 30, 2024 and 2023, the Company had a cash balance of $4.7 million and $24.7 million, respectively.

Accounts receivable

Accounts receivable are recorded at the invoice amount and are non-interest bearing. The Company considers receivables past due based on the contractual payment terms. The Company reserves specific receivables if collectability is no longer reasonably assured. Estimates for credit losses are determined based on existing contractual obligations, historical payment patterns, and individual customer circumstances. The Company reserved for $0.1 million and $0.1 million of receivables as of June 30, 2024 and 2023, respectively.

Property, equipment and other long-lived assets

Property and equipment are recorded at cost. Depreciation is determined using the straight-line method over the estimated useful lives ranging from three to ten years. Expenditures for maintenance and repairs are expensed as incurred while renewals and betterments are capitalized. When property and equipment are sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in operations. In November 2023, the Company consolidated lab operations, which resulted in a $0.3 million impairment of property and equipment at the Company's Utah lab. In February 2024, the Company performed a recoverability assessment and determined the entire $0.1 million right-of-use asset related to the Utah lease to be impaired; in addition, the Company further consolidated lab operations, which resulted in a $0.3 million impairment of property and equipment at the Company's Florida lab. The Company recorded a $0.7 million impairment of property, equipment and other long-lived assets for the year ended June 30, 2024. There was no impairment loss on property, equipment and other long-lived assets in year ended June 30, 2023.

Performance of contract liability to affiliate

In May 2020, the Company and the Icahn School of Medicine at Mount Sinai entered into an operating agreement (“Kantaro Operating Agreement”) to form a joint venture, Kantaro Biosciences LLC (“Kantaro”), for the purpose of developing and commercializing laboratory tests for the detection of antibodies against SARS-CoV-2 originally developed by Mount Sinai. Kantaro has a fiscal year end of December 31st. Kantaro has partnered with Bio-Techne Corporation to develop and launch the new test which is designed for use in any authorized clinical testing laboratory without the need for proprietary equipment. On December 31, 2022, the members and managers of Kantaro decided that it was in the best interest of Kantaro to wind up the Kantaro business. As part of the termination agreement, the members agreed that Renalytix has no further liability to perform services on behalf of Kantaro. During the years ended June 30, 2024 and 2023, the Company recognized $0 and $0.01 million, respectively, related to the performance of the contract liability with Kantaro. This represents the allocation of costs for performing services on behalf of Kantaro.

Investments

VericiDx plc

The Company accounts for its ownership of VericiDx securities at fair value in accordance with ASC 321, Investments-Equity Securities, with changes in fair value recorded in earnings as the fair value of VericiDx's ordinary shares are readily determinable via the London Stock Exchange. Based on closing stock price of VericiDx, the fair value of the investment in VericiDx was $0.7 million and $1.5 million at June 30, 2024 and 2023, respectively.

In March 2024, the Company sold 750,000 ordinary shares of VericiDx for net proceeds of $0.1 million and a realized loss of $0.1 million. In May 2024, the Company sold 250,000 ordinary shares of VericiDx for net proceeds of $0.02 million and a realized loss of $0.04 million. The Company did not sell any shares during the year ended June 30, 2023. During the years ended June 30, 2024 and 2023, the Company recorded a decrease in fair value of $0.5 million and $1.3 million, respectively, in the consolidated statements of operations and comprehensive loss. The Company owned 3.7% and 5.8% of the ordinary shares of VericiDx at June 30, 2024 and 2023, respectively.

Impairment assessment

The Company evaluates its investments that are in unrealized loss positions, if any, and equity method investments for other-than-temporary impairment on a quarterly basis (see Note 5). Such evaluation involves a variety of considerations, including assessments of the risks and uncertainties associated with general economic conditions and distinct conditions affecting specific issuers or investees. Factors considered by the Company include (i) the length of time and the extent to which an investment’s fair value has been below its cost; (ii) the financial condition, credit worthiness, and near-term prospects of the issuer; (iii) the length of time to maturity; (iv) future economic conditions and market forecasts; (v) the Company’s intent and ability to retain its investment for a period of time sufficient to allow for recovery of market value; (vi) an assessment of whether it is more likely than not that the Company will be required to sell its investment before recovery of market value; and (vii) whether events or changes in circumstances indicate that the investment’s carrying amount might not be recoverable.

Software development costs

The Company follows the provisions of ASC 985, Software, which requires software development costs for software marketed externally to be expensed as incurred until the establishment of technological feasibility, at which time those costs are capitalized until the software is available for general release and are amortized over its estimated useful life of ten years. For the years ended June 30, 2024 and 2023, there was no capitalization of research and development expenses related to software development to record. Technological feasibility is established upon the completion of a working model that has been validated.

Revenue recognition

Pursuant to ASC 606, Revenue from Contracts with Customers, the Company recognizes revenue when a customer obtains control of promised goods or services. The Company records the amount of revenue that reflects the consideration that it expects to receive in exchange for those goods or services. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company only applies the five-step model to contracts when it is probable that it will collect the consideration to which it is entitled in exchange for the goods or services that it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations it must deliver and which of these performance obligations are distinct. Certain contracts have options for the customer to acquire additional services. The Company evaluates these options to determine if a material right exists. If, after that evaluation, the Company determines a material right does exist, it assigns value to the material right based upon the renewal option approach. The Company recognizes as revenue the amount of the transaction price that is allocated to each performance obligation when that performance obligation is satisfied or as it is satisfied. The Company uses the present right to payment principle and customer acceptance as indicators to determine the transfer of control to the customer occurs at a point in time. Sales tax and other similar taxes are excluded from revenues.

Cost of revenue

Cost of revenue consists of costs directly attributable to the services rendered, including labor, rent, lab consumables, depreciation, amortization and sample collection costs directly related to revenue generating activities.

Research and development expenses

Research and development costs consist primarily of internal and external labor costs incurred in connection with the development of KidneyIntelX as well as expenses related to studies and clinical trials to further the clinical value, performance and utility of KidneyIntelX. Research and development costs are expensed as incurred.

Share-based compensation

The Company measures equity classified share-based awards granted to employees and nonemployees based on the estimated fair value on the date of grant and recognizes compensation expense of those awards over the requisite service period, which is the vesting period of the respective award. The Company accounts for forfeitures as they occur. For share-based awards with service-based vesting conditions, the Company recognizes compensation expense on a straight-line basis over the service period. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions, including the expected stock price volatility, the expected term of the option, the risk-free interest rate for a period that approximates the expected term of the option, and the Company’s expected dividend yield. The Company was a privately-held organization prior to November 2018 and has been a publicly-traded company for a limited period of time and therefore lacks company-specific historical and implied volatility information for its shares. Accordingly, the Company estimates its expected share price volatility based on the historical volatility of publicly-traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is none based on the fact that the Company has never paid cash dividends on ordinary shares and does not expect to pay any cash dividends in the foreseeable future.

The Company classifies share-based compensation expense in its consolidated statement of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified.

Income taxes

Income taxes are accounted for under the asset and liability method as required by FASB ASC Topic 740, Income Taxes ("ASC 740"). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A reduction in the carrying value of the deferred tax assets is required when it is not more likely than not that such deferred tax assets are realizable.

FASB ASC Subtopic 740-10, Accounting for Uncertainty of Income Taxes (ASC "740-10"), defines the criterion an individual tax position must meet for any part of the benefit of the tax position to be recognized in financial statements prepared in conformity with U.S. GAAP. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not such tax position will be sustained on examination by the taxing authorities, based solely on the technical merits of the respective tax position. The tax benefits recognized in the financial statements from such a tax position should be measured based on the largest benefit having a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority. In accordance with disclosure requirements of ASC 740-10, the Company’s policy on income statement classification of interest and penalties related to income tax obligations is to include such items as part of income tax expense.

Comprehensive loss

Comprehensive loss includes net loss as well as other changes in shareholders’ equity that result from transactions and economic events other than those with shareholders. For the periods presented, changes in shareholders’ equity include foreign currency translation as well as changes in fair value of the convertible note due to changes in instrument-specific credit risk. The change in instrument-specific credit risk was calculated as the change in the risk yield from the convertible debt issuance date to the valuation date. The instrument-specific credit risk at issuance date was calibrated such that the fair value of the convertible bond was equal to the issue price as of the issuance date. The risk yield was adjusted to reflect the change in credit spreads between the issuance date and the valuation date.

Net loss per ordinary share

The dilutive effect of convertible securities is calculated using the if-converted method. Under the if-converted method, interest charges applicable to the convertible debt as well as nondiscretionary adjustments which include any expenses or charges that are determined based on the income (loss) for the period are added back to net income. The convertible debt is assumed to have been converted at the beginning of the period (or at time of issuance, if later). For the year ended June 30, 2024, under the if-converted method, the add back of nondiscretionary adjustments and inclusion of potentially converted shares would be anti-dilutive.

Emerging growth company

The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”). Under the JOBS Act, companies have extended transition periods available for complying with new or revised accounting standards. The Company has elected to avail itself of this exemption and, therefore, while the Company is an emerging growth company, it will not be subject to new or revised accounting standards at the same time that they become applicable to other public emerging growth companies that have not elected to avail themselves of this exemption.

Recently issued accounting pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments, which requires measurement and recognition of expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This is different from the current guidance as this will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets. The Company implemented ASU 2016-13 in the fiscal year beginning July 1, 2023 and evaluated the impact of ASU 2016-13 and it did not have a material impact on the consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 eliminates two of the three models in ASC 470-20 that require issuers to separately account for embedded conversion features and eliminates some of the requirements for equity classification in ASC 815-40-25 for contracts in an entity’s own equity. The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and generally requires them to include the effect of potential share settlement for instruments that may be settled in cash or shares. It is effective for annual periods beginning after December 15, 2023, and interim periods therein. The Company evaluated the effect ASU 2020-06 and it is not expected to have a material impact on the consolidated financial statements.

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements under ASU2023-07 are also required for public entities with a single reportable segment. The guidance is effective for the fiscal year ending June 30, 2025, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides for improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This guidance is effective for annual periods beginning after December 15, 2024, and the adoption of this standard is not anticipated to have a significant impact on the Company’s consolidated financial statements other than adding new disclosures, which the Company is currently evaluating.

Business and risks	12 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business and risks	1. Business and risks Renalytix PLC and its wholly-owned subsidiaries, the “Company” or "Renalytix," is an artificial intelligence-enabled in vitro diagnostics company, focused on optimizing clinical management of kidney disease to drive improved patient outcomes and significantly lower healthcare costs. KidneyIntelX, the Company’s first-in-class diagnostic platform, employs a proprietary artificial intelligence-enabled algorithm that combines diverse data inputs, including validated blood-based biomarkers, inherited genetics and personalized patient data from EHR systems, to generate a unique patient risk score. Additionally, the Company plans to pursue collaborations with pharmaceutical companies and make ‘Pharmaceutical Services Revenue’ a core part of the business going forward with the goal of improving guideline-based standard-of-care for optimal utilization of existing and novel therapeutics using the KidneyIntelX testing platform and proprietary care management software. Since inception in March 2018, the Company has focused primarily on organizing and staffing the Company, raising capital, developing the KidneyIntelX platform, conducting clinical validation studies for KidneyIntelX, establishing and protecting its intellectual property portfolio and commercial laboratory operations, pursuing regulatory clearance and developing a reimbursement strategy. The Company has funded its operations primarily through equity and debt financings. The Company is subject to risks and uncertainties common to early-stage companies in the diagnostics industry, including, but not limited to, ability to secure additional capital to fund operations, compliance with governmental regulations, development by competitors of new technological innovations, dependence on key personnel and protection of proprietary technology. To achieve widespread usage, KidneyIntelX and additional diagnostic products currently under development will require extensive clinical testing and validation prior to regulatory approval and commercialization. These efforts require significant amounts of additional capital, adequate personnel, and infrastructure and extensive compliance-reporting capabilities.

Business and risks

12 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Business and risks

1. Business and risks

Renalytix PLC and its wholly-owned subsidiaries, the “Company” or "Renalytix," is an artificial intelligence-enabled in vitro diagnostics company, focused on optimizing clinical management of kidney disease to drive improved patient outcomes and significantly lower healthcare costs. KidneyIntelX, the Company’s first-in-class diagnostic platform, employs a proprietary artificial intelligence-enabled algorithm that combines diverse data inputs, including validated blood-based biomarkers, inherited genetics and personalized patient data from EHR systems, to generate a unique patient risk score. Additionally, the Company plans to pursue collaborations with pharmaceutical companies and make ‘Pharmaceutical Services Revenue’ a core part of the business going forward with the goal of improving guideline-based standard-of-care for optimal utilization of existing and novel therapeutics using the KidneyIntelX testing platform and proprietary care management software.

Since inception in March 2018, the Company has focused primarily on organizing and staffing the Company, raising capital, developing the KidneyIntelX platform, conducting clinical validation studies for KidneyIntelX, establishing and protecting its intellectual property portfolio and commercial laboratory operations, pursuing regulatory clearance and developing a reimbursement strategy. The Company has funded its operations primarily through equity and debt financings.

The Company is subject to risks and uncertainties common to early-stage companies in the diagnostics industry, including, but not limited to, ability to secure additional capital to fund operations, compliance with governmental regulations, development by competitors of new technological innovations, dependence on key personnel and protection of proprietary technology. To achieve widespread usage, KidneyIntelX and additional diagnostic products currently under development will require extensive clinical testing and validation prior to regulatory approval and commercialization. These efforts require significant amounts of additional capital, adequate personnel, and infrastructure and extensive compliance-reporting capabilities.

Accrued expenses and other current liabilities (Tables)

12 Months Ended

Jun. 30, 2024

Accounts Payable and Accrued Liabilities, Current [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


(in thousands)	June 30, 2024		June 30, 2023
Consulting and professional fees	$	1,109	$	442
Research and development		892		1,657
Payroll and related benefits		388		3,866
License and royalty expense		787		669
Other		178		10
	$	3,354	$	6,644

Convertible Notes	12 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]
Convertible Notes	8. Convertible Notes In April 2022, the Company issued amortizing senior convertible bonds with a principal amount of $21.2 million in amortizing senior convertible bonds due in April 2027 (the "Bonds") to CVI Investments, Inc. (the "Convertible Bond Investor"). The Bonds were issued at 85% par value with total net proceeds of $18.0 million and accrue interest at an annual rate of 5.5%, payable quarterly in arrears, in cash or American Depositary Shares ("ADSs") valued at the ADS Settlement Price at the option of the Company. The principal and interest payments are due in equal quarterly installments starting in July 2022. The Bonds contain various conversion and redemption features. The initial conversion price for the Bonds of $8.70 has been set at a 20 percent premium to the Reference ADS Price. The Conversion Price may reset down at 12, 24 and 36 months, depending on share price performance, and the Bonds have a hard floor in the conversion price of $7.25. As a result of the February 2023 private placement and pursuant to conditions of the bond agreement, the conversion price was adjusted to $8.2508 (previously $8.70) and the floor price was adjusted to $6.8757 (previously $7.25). Further, pursuant to conditions of the agreement, effective April 7, 2023, the conversion price was adjusted from $8.2508 to $7.7924. Between amortization dates, the Convertible Bond Investor retains the right to advance future amortization payments, provided that (a) there shall be no amortization advancements during the first 12 months, (b) no more than two amortization advancements may occur in any 12-month period, and (c) no more than one amortization advancement may occur in any 3-month period. On March 28, 2024, the Company entered into a second amendment and restatement agreement with the Convertible Bond Investor, which amended the terms of the Company’s existing bond agreement, dated March 31, 2022. The Bond Agreement Amendment amends the existing bond agreement to, among other things: • implement a beneficial ownership limitation whereby each bondholder, together with its affiliates, must not at any time own or acquire the beneficial ownership of more than 9.99% of the issued and outstanding ordinary shares of the Company; • adjust the bondholder’s maximum trading volume by removing a cap on the number of ADS that can be sold each day and reduces the length of certain non-trading periods applicable to the bondholders; • reduce certain market price observation periods to 5 days and 3 days (rather than 10 days and 5 days); • grant the holders of more than 50% of the principal amount of the bonds issued thereunder and then-outstanding (the “Majority Bondholders”) the right to defer the amortization payment scheduled for April 7, 2024 (the “April 2024 Amortized Payment Amount”) in addition to the deferrals already permitted as well as the right to accelerate the April 2024 Amortized Payment Amount if previously deferred in addition to the accelerations already permitted; and • in addition to the existing right to accelerate the next scheduled amortization payment, provide the Majority Bondholders the ability to accelerate any other future scheduled amortization payment, subject to certain limitations. The Company performed an analysis and determined that the financial impact was immaterial as the amended and restated agreement was not substantially different than the previous agreement. The Convertible Bond Investor is also permitted to defer up to two amortization payments to a subsequent amortization date. The Company retains the option to repay any deferred amortization in cash at 100 percent of the nominal amount. In July 2023, the Company made a cash amortization payment of $1.4 million, which consisted of $1.1 million of principal and $0.3 million of interest. Also in July 2023, the Convertible Bond Investor exercised its right to advance an amortization payment and the Company made an accelerated repayment of $1.1 million through the issuance of 526,211 ADSs. In October 2023, the Company made an amortization payment of $1.3 million, which consisted of $1.1 million of principal and $0.2 million of interest, through the issuance of 2,335,388 ordinary shares in the form of 150,000 ordinary shares and 1,092,694 ADSs. In December 2023, the Company made an amortization payment of $1.3 million, which consisted of $1.1 million of principal and $0.2 million of interest, through the issuance of 2,500,000 ordinary shares and a cash payment of $0.6 million. In April 2024, the Company made an amortization payment of $1.3 million, which consisted of $1.1 million of principal and $0.2 million of interest, through the issuance of 3,636,162 ordinary shares. As of June 30, 2024 and 2023, $12.7 million and $18.0 million, respectively, of principal was outstanding. On issuance, the Company elected to account for the Bonds at fair value in accordance with ASC 815, Derivatives and Hedging, with qualifying changes in fair value being recognized through the statements of operations and comprehensive loss until the Bonds are settled. Changes in fair value related to instrument-specific credit risk are recognized through comprehensive loss until the Bonds are settled. The fair value of the bonds is determined using a scenario-based analysis that estimates the fair value based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes available to the noteholders. Significant assumptions used in the fair value analysis include the volatility rate, risk-free rate, dividend yield and risky yield. The fair value of the Bonds was determined to be $16.9 million on issuance, which is the principal amount of the Bonds. As of June 30, 2024, the fair value of the Bonds was determined to be $8.5 million. During the year ended June 30, 2024, the Company recognized a $0.3 million increase in fair value of the Notes related to the instrument-specific credit risk in comprehensive loss and a decrease in fair value related to noninstrument-specific credit risk of $3.8 million as loss in the consolidated statement of operations and comprehensive loss, respectively. The Company recognized a decrease in fair value of the Notes related to the instrument-specific credit risk of $0.3 million in the comprehensive loss and a decrease in fair value related to noninstrument-specific credit risk of $3.1 million as a loss in the consolidated statement of operations and comprehensive during the year ended June 30, 2023.

Convertible Notes

12 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Convertible Notes

8. Convertible Notes

In April 2022, the Company issued amortizing senior convertible bonds with a principal amount of $21.2 million in amortizing senior convertible bonds due in April 2027 (the "Bonds") to CVI Investments, Inc. (the "Convertible Bond Investor"). The Bonds were issued at 85% par value with total net proceeds of $18.0 million and accrue interest at an annual rate of 5.5%, payable quarterly in arrears, in cash or American Depositary Shares ("ADSs") valued at the ADS Settlement Price at the option of the Company. The principal and interest payments are due in equal quarterly installments starting in July 2022. The Bonds contain various conversion and redemption features. The initial conversion price for the Bonds of $8.70 has been set at a 20 percent premium to the Reference ADS Price. The Conversion Price may reset down at 12, 24 and 36 months, depending on share price performance, and the Bonds have a hard floor in the conversion price of $7.25. As a result of the February 2023 private placement and pursuant to conditions of the bond agreement, the conversion price was adjusted to $8.2508 (previously $8.70) and the floor price was adjusted to $6.8757 (previously $7.25). Further, pursuant to conditions of the agreement, effective April 7, 2023, the conversion price was adjusted from $8.2508 to $7.7924. Between amortization dates, the Convertible Bond Investor retains the right to advance future amortization payments, provided that (a) there shall be no amortization advancements during the first 12 months, (b) no more than two amortization advancements may occur in any 12-month period, and (c) no more than one amortization advancement may occur in any 3-month period. On March 28, 2024, the Company entered into a second amendment and restatement agreement with the Convertible Bond Investor, which amended the terms of the Company’s existing bond agreement, dated March 31, 2022. The Bond Agreement Amendment amends the existing bond agreement to, among other things:

•

implement a beneficial ownership limitation whereby each bondholder, together with its affiliates, must not at any time own or acquire the beneficial ownership of more than 9.99% of the issued and outstanding ordinary shares of the Company;

•

adjust the bondholder’s maximum trading volume by removing a cap on the number of ADS that can be sold each day and reduces the length of certain non-trading periods applicable to the bondholders;

•

reduce certain market price observation periods to 5 days and 3 days (rather than 10 days and 5 days);

•

grant the holders of more than 50% of the principal amount of the bonds issued thereunder and then-outstanding (the “Majority Bondholders”) the right to defer the amortization payment scheduled for April 7, 2024 (the “April 2024

Amortized Payment Amount”) in addition to the deferrals already permitted as well as the right to accelerate the April 2024 Amortized Payment Amount if previously deferred in addition to the accelerations already permitted; and

•

in addition to the existing right to accelerate the next scheduled amortization payment, provide the Majority Bondholders the ability to accelerate any other future scheduled amortization payment, subject to certain limitations.

The Company performed an analysis and determined that the financial impact was immaterial as the amended and restated agreement was not substantially different than the previous agreement.

The Convertible Bond Investor is also permitted to defer up to two amortization payments to a subsequent amortization date. The Company retains the option to repay any deferred amortization in cash at 100 percent of the nominal amount. In July 2023, the Company made a cash amortization payment of $1.4 million, which consisted of $1.1 million of principal and $0.3 million of interest. Also in July 2023, the Convertible Bond Investor exercised its right to advance an amortization payment and the Company made an accelerated repayment of $1.1 million through the issuance of 526,211 ADSs. In October 2023, the Company made an amortization payment of $1.3 million, which consisted of $1.1 million of principal and $0.2 million of interest, through the issuance of 2,335,388 ordinary shares in the form of 150,000 ordinary shares and 1,092,694 ADSs. In December 2023, the Company made an amortization payment of $1.3 million, which consisted of $1.1 million of principal and $0.2 million of interest, through the issuance of 2,500,000 ordinary shares and a cash payment of $0.6 million. In April 2024, the Company made an amortization payment of $1.3 million, which consisted of $1.1 million of principal and $0.2 million of interest, through the issuance of 3,636,162 ordinary shares. As of June 30, 2024 and 2023, $12.7 million and $18.0 million, respectively, of principal was outstanding.

On issuance, the Company elected to account for the Bonds at fair value in accordance with ASC 815, Derivatives and Hedging, with qualifying changes in fair value being recognized through the statements of operations and comprehensive loss until the Bonds are settled. Changes in fair value related to instrument-specific credit risk are recognized through comprehensive loss until the Bonds are settled. The fair value of the bonds is determined using a scenario-based analysis that estimates the fair value based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes available to the noteholders. Significant assumptions used in the fair value analysis include the volatility rate, risk-free rate, dividend yield and risky yield. The fair value of the Bonds was determined to be $16.9 million on issuance, which is the principal amount of the Bonds. As of June 30, 2024, the fair value of the Bonds was determined to be $8.5 million. During the year ended June 30, 2024, the Company recognized a $0.3 million increase in fair value of the Notes related to the instrument-specific credit risk in comprehensive loss and a decrease in fair value related to noninstrument-specific credit risk of $3.8 million as loss in the consolidated statement of operations and comprehensive loss, respectively. The Company recognized a decrease in fair value of the Notes related to the instrument-specific credit risk of $0.3 million in the comprehensive loss and a decrease in fair value related to noninstrument-specific credit risk of $3.1 million as a loss in the consolidated statement of operations and comprehensive during the year ended June 30, 2023.

Share-based compensation

12 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Share-based compensation

13. Share-based compensation

Equity Incentive Plan

In November 2018, Company established the Renalytix AI plc Share Option Plan (the “2018 Share Option Plan”) and a U.S. Sub-Plan and Non-Employee Sub-Plan. In July 2020, the Company's Board of Directors adopted and the Company's shareholders approved the 2020 Equity Incentive Plan (the “EIP”), which superseded the 2018 Share Option Plan. The equity incentive plan provides for the Company to grant options, restricted share awards and other share-based awards to employees, directors and consultants of the Company. As of June 30, 2024, there were 17,331,289 shares available for future issuance under the EIP.

The EIP is administered by the Board of Directors. The exercise prices, vesting and other restrictions are determined at their discretion, except that all options granted have exercise prices equal to the fair value of the underlying ordinary shares on the date of the grant and the term of stock option may not be greater than ten years from the grant date.

With respect to the options outstanding as of June 30, 2024:

•

5,289,026 options vest equally over 12 quarters following the grant date;

•

773,715 options vest 25% on the one year anniversary of the grant date and the remaining 75% equally over 12 quarters following the one year anniversary of the grant date;

•

490,000 options vest one-third on the one year anniversary of the grant date and the remaining two-thirds equally over eight quarters following the one year anniversary of the grant date;

•

295,000 options vest 25% at the end of the first quarter following Vesting Commencement Date and the remaining shares vest quarterly thereafter;

•

285,000 options vest 12 months after the vesting commencement date;

•

243,875 options vest 25% on the one year anniversary of the grant date, 50% on the two-year anniversary of the grant date, and 25% on the three-year anniversary;

•

60,000 options vest 25% three months following Vesting Commencement Date and the remaining shares vest monthly thereafter;

•

12,500 options vest quarterly over two years following the grant date; and

•

10,000 options vested on the vesting commencement date.

If options remain unexercised after the date one day before the tenth anniversary of grant, the options expire. On termination of employment, any options that remain unexercised are either forfeited immediately or after a delayed expiration period, depending on the circumstances of termination. Upon the exercise of awards, new ordinary shares are issued by the Company.

The Company recorded share-based compensation expense in the following expense categories in the consolidated statements of operations for the years ended June 30, 2024 and 2023 :


	Twelve Months Ended June 30,
(in thousands)	2024		2023
Research and development	$	312	$	312
General and administrative		1,390		2,612
Cost of revenue		8		12
	$	1,710	$	2,936

The fair value of options is estimated using the Black-Scholes option-pricing model, which takes into account inputs such as the exercise price, the value of the underlying ordinary shares at the grant date, expected term, expected volatility, risk-free interest rate and dividend yield. The fair value of each grant of options during the years ended June 30, 2024 and 2023 were determined using the methods and assumptions discussed below.

•

The expected term of employee options is determined using the “simplified” method, as prescribed in SEC’s Staff Accounting Bulletin No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company’s lack of sufficient historical data.

•

The expected volatility is based on historical volatility of the publicly-traded common stock of a peer group of companies.

•

The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected term.

•

The expected dividend yield is none because the Company has not historically paid and does not expect for the foreseeable future to pay a dividend on its ordinary shares.

For the years ended June 30, 2024 and 2023, the grant date fair value of all option grants was estimated at the time of grant using the Black-Scholes option-pricing model using the following weighted average assumptions:


	Twelve Months Ended June 30,
	2024			2023
Expected term (in years)		6.3			6.1
Expected volatility		75.0	%		66.9	%
Risk-free rate		4.3	%		3.2	%
Dividend yield		—	%		—	%

The weighted average fair value of the options granted during the years ended June 30, 2024 and 2023 was $0.76 and $1.19 per share, respectively.

The following table summarizes the stock option granted to employees and non-employees for the year ended June 30, 2024:


	Number of shares under option plan			Weighted- average exercise price per option		Weighted- average remaining contractual life (in years)
Outstanding at June 30, 2023		4,968,576		$	4.50		6.7
Granted		3,640,296		$	1.04
Exercised		—		$	-
Forfeited		(1,133,443	)	$	2.83
Expired		(1,563	)	$	6.64
Outstanding at June 30, 2024		7,473,866		$	3.06		7.0
Exercisable at June 30, 2024		5,249,671		$	3.84		6.1
Vested and expected to vest at June 30, 2024		7,473,866		$	3.06		7.0

As of June 30, 2024, there was $1.45 million in unrecognized compensation cost related to unvested options that will be recognized as expense over a weighted average period of 1.73 years. The aggregate intrinsic value of options outstanding and options exercisable at each of June 30, 2024 and 2023 was nil.

Employee Share Purchase Plan

The Company’s 2020 Employee Share Purchase Plan (the “ESPP”) became effective on August 17, 2020. The ESPP authorizes the issuance of up to 850,000 shares of the Company’s common stock. The number of shares of the Company’s common stock that may be issued pursuant to rights granted under the ESPP shall automatically increase on January 1st of each year, commencing on January 1, 2021 and continuing for 10 years, in an amount equal to the lesser of one percent of the total number of shares of the Company’s common stock outstanding on December 31st of the preceding calendar year, and 2,000,000 ordinary shares, subject to the discretion of the Board of Directors or remuneration committee to determine a lesser number of shares shall be added for such year.

Under the ESPP, eligible employees can purchase the Company’s common stock through accumulated payroll deductions at such times as are established by the Board of Directors or remuneration committee. Eligible employees may purchase the Company’s common stock at 85% of the lower of the fair market value of the Company’s common stock on the first day of the offering period or on the purchase date. Eligible employees may contribute up to 15% of their eligible compensation. Under the ESPP, a participant may not purchase more than $25,000 worth of the Company’s common stock for each calendar year in which such rights are outstanding. During the years ended June 30, 2024 and 2023, 75,328 and 298,086 shares were purchased under the ESPP, respectively.

In accordance with the guidance in ASC 718-50, Compensation – Stock Compensation, the ability to purchase shares of the Company’s common stock at 85% of the lower of the price on the first day of the offering period or the last day of the offering period (i.e., the purchase date) represents an option and, therefore, the ESPP is a compensatory plan under this guidance. Accordingly, share-based compensation expense is determined based on the option’s grant-date fair value as estimated by applying the Black Scholes option-pricing model and is recognized over the withholding period. The Company recognized share-based compensation expense of $0.01 million and $0.07 million in general and administrative expense and $0.01 million and $0.03 million in research and development expense during the years ended June 30, 2024 and 2023, respectively, related to the ESPP.

Restricted Stock Units

Activity for restricted stock units for the year ended June 30, 2024 is as follows:


	Number of Restricted Stock Units			Weighted- average Grant Date Fair Value
Non-vested balance at June 30, 2023		40,340		$	1.72
Granted		—		$	-
Vested		(21,290	)	$	2.24
Forfeited		(11,120	)	$	1.69
Non-vested balance at June 30, 2024		7,930		$	1.33

The total fair value of restricted stock units vested during the year ended June 30, 2024 was $0.1 million. Restricted stock units vest upon the achievement of time-based service requirements.

At June 30, 2024, total unrecognized compensation expense related to non-vested restricted stock units was approximately $0.003 million. Unrecognized compensation expense relating to restricted stock units that are deemed probably of vesting is expected to be recognized over a weighted-average period of approximately 0.23 years.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Commitments and contingencies	12 Months Ended
Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and contingencies	10. Commitments and contingencies Leases Lease payments under operating leases as of June 30, 2024 and information about the Company’s lease arrangements are disclosed in Note 9, "Leases". Employment agreements The Company has entered into employment agreements with certain key executives providing for compensation and severance in certain circumstances, as set forth in the agreements. Retirement plans The Company maintains a defined contribution 401(k) retirement plan which covers all U.S. employees. Employees are eligible after three months of service. Under the 401(k) plan, participating employees may make contributions in an amount up to the limit set by the Internal Revenue Service on an annual basis. The Company has a safe harbor plan and makes contributions to employee accounts of 5% of compensation and increases it to 6% effective January 2024 (as defined by the plan). The Company paid $0.5 million and $0.4 million in contributions for the years ended June 30, 2024 and 2023, respectively. Legal proceedings The Company is not a party to any litigation and does not have contingency reserves established for any litigation liabilities. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies.

Commitments and contingencies

12 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and contingencies

10. Commitments and contingencies

Leases

Lease payments under operating leases as of June 30, 2024 and information about the Company’s lease arrangements are disclosed in Note 9, "Leases".

Employment agreements

The Company has entered into employment agreements with certain key executives providing for compensation and severance in certain circumstances, as set forth in the agreements.

Retirement plans

The Company maintains a defined contribution 401(k) retirement plan which covers all U.S. employees. Employees are eligible after three months of service. Under the 401(k) plan, participating employees may make contributions in an amount up to the limit set by the Internal Revenue Service on an annual basis. The Company has a safe harbor plan and makes contributions to employee accounts of 5% of compensation and increases it to 6% effective January 2024 (as defined by the plan). The Company paid $0.5 million and $0.4 million in contributions for the years ended June 30, 2024 and 2023, respectively.

Legal proceedings

The Company is not a party to any litigation and does not have contingency reserves established for any litigation liabilities. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies.

Income taxes - Summary of Income Tax Benefit From Continuing Operations As Reflected in the Financial Statement (Detail)	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
U.K tax benefit at statutory rate	(25.00%)	(20.50%)
State taxes, net of federal benefit	(4.40%)	(10.40%)
Permanent differences	0.70%	0.90%
Research and development	0.00%	0.00%
Change in valuation allowance	28.40%	31.20%
Foreign rate differential	3.90%	(1.10%)
Deferred only	(4.30%)	0.00%
Rate change	0.90%	0.00%
Other	(0.20%)	(0.10%)
Effective tax rate	0.00%	0.00%

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Accumulated Deficit [Member]
Beginning balance at Jun. 30, 2022	$ 30,607	$ 228	$ 164,012	$ (915)	$ (132,718)
Beginning balance, Shares at Jun. 30, 2022		74,760,432
Shares issued under the Securities Purchase Agreement (Value)	19,305	$ 57	19,248
Shares issued under the Securities Purchase Agreement (Shares)		18,722,960
Shares issued under the employee share purchase plan (Value)	261	$ 1	260
Shares issued under the employee share purchase plan (Shares)		298,086
Stock-based compensation expense	2,936		2,936
Changes in the fair value of the convertible notes	(337)			(337)
Currency translation adjustments	(198)			(198)
Net loss	(45,607)				(45,607)
Ending balance at Jun. 30, 2023	6,967	$ 286	186,456	(1,450)	(178,325)
Ending balance, shares at Jun. 30, 2023		93,781,478
Shares issued under the Securities Purchase Agreement, net of offering costs (Value)	11,817	$ 161	11,656
Shares issued under the Securities Purchase Agreement, net of offering costs (Shares)		50,801,873
Shares issued for repayment of convertible bond (Value)	5,008	$ 30	4,978
Shares issued for repayment of convertible bond (Shares)		9,523,972
Vesting of RSUs (Value)	1	$ 1
Vesting of RSUs (Shares)		185,540
Shares issued under the employee share purchase plan (Value)	93		93
Shares issued under the employee share purchase plan (Shares)		75,328
Stock-based compensation expense	1,710		1,710
Changes in the fair value of the convertible notes	305			305
Currency translation adjustments	(298)			(298)
Net loss	(33,456)				(33,456)
Ending balance at Jun. 30, 2024	$ (7,854)	$ 478	$ 204,893	$ (1,443)	$ (211,782)
Ending balance, shares at Jun. 30, 2024		154,368,191

Leases - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Line of Credit Facility [Line Items]
Incremental borrowing rate of average commercial real estate loans	10.00%
Rent expense	$ 0.6	$ 0.7
Lab Space, Salt Lake City, UT [Member]
Line of Credit Facility [Line Items]
Lease term	5 years
Lease expiration date	2024-10
Impairment of right of use asset	$ 0.1
Lab Space, New York City, NY [Member]
Line of Credit Facility [Line Items]
Lease term	3 months
Lab Space, St. Petersburg, FL [Member]
Line of Credit Facility [Line Items]
Lease term	1 year
Lease expiration date	Mar. 31, 2024
Maximum [Member]
Line of Credit Facility [Line Items]
Lease term	12 months

Leases (Tables)

12 Months Ended

Jun. 30, 2024

Lessee Disclosure [Abstract]

Schedule of Balance Sheets Classification of Leases

The following table shows the lease balance sheet classification of leases for the year ended June 30, 2024:


(in thousands)	June 30, 2024
Assets
Operating lease right-of-use assets, net of accumulated amortization	$	—
Liabilities
Current	$	45
Operating lease liabilities, current
Non-current
Operating lease liabilities, non-current		—
Total lease liabilities	$	45

Schedule of Lease Cost

The following table shows the lease costs for the year ended June 30, 2024:


Lease costs (in thousands)	Statement of operations classification	June 30, 2024
Operating lease costs	Operating expenses: research and development	$	74
Short-term lease costs	Operating expenses: research and development		81
Short-term lease costs	Operating expenses: general and administrative		102
Short-term lease costs	Cost of goods sold		353
Right-of-use asset	Operating expenses: impairment loss		92
Total lease costs		$	702


Other information	June 30, 2024
Cash paid for amounts included in the measurement of lease liabilities (in thousands)	$	74
Remaining lease term - operating leases (in years)		0.3
Discount rate - operating leases		10	%

Schedule of Payments for Noncancelable Leases

The future minimum payments for noncancelable leases with terms in excess of one year as of June 30, 2024 are payable as follows:


(in thousands)
2024	$	46
2025		—
2026		—
Total minimum lease payments		46
Less amounts representing interest		(1	)
Present value of lease liabilities	$	45

Accrued expenses and other current liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Consulting and professional fees	$ 1,109	$ 442
Research and development	892	1,657
Payroll and related benefits	388	3,866
License and royalty expense	787	669
Other	178	10
Accrued expenses and other current liabilities	$ 3,354	$ 6,644

Liquidity and Going Concern

12 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Liquidity and Going Concern

2. Liquidity and Going Concern

The Company has incurred recurring losses and negative cash flows from operations since inception and had an accumulated deficit of $211.8 million as of June 30, 2024. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales of KidneyIntelX or any future products currently in development.

As a result of the Company's losses and its projected cash needs, substantial doubt exists about the Company’s ability to continue as a going concern. Substantial additional capital will be necessary to fund the Company's operations, expand its commercial activities and develop other potential diagnostic related products. The Company plans to seek additional funding through public or private equity offerings, debt financings, other collaborations, strategic alliances and licensing arrangements. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into strategic alliances or other arrangements on favorable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s shareholders. If the Company is unable to obtain funding it could be required to delay, curtail or discontinue research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect its business prospect.

The Company’s ability to continue as a going concern is contingent upon successful execution of management’s intended plan over the next 12 months to improve the Company’s liquidity and profitability, which includes, without limitation:

•

Seeking additional capital through public or private equity offerings, debt financings, other collaborations, strategic alliances and licensing arrangements.

•

Implementation of various additional operating cost reduction options that are available to the Company.

•

The achievement of a certain volume of assumed revenue.

The consolidated financial statements do not include any adjustments that may result from the outcome of this going concern uncertainty.

Leases - Schedule of payments for noncancelable leases (Detail) $ in Thousands	Jun. 30, 2024 USD ($)
Lessee Disclosure [Abstract]
2024	$ 46
2025	0
2026	0
Total minimum lease payments	46
Less amounts representing interest	(1)
Present value of lease liabilities	$ 45

Share-based compensation - Additional Information (Detail) - USD ($)	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Share based Compensation options outstanding	7,473,866	4,968,576
Share based compensation weighted average fair value of the options granted	$ 1.04
Share-based compensation expense	$ 1,710,000	$ 2,936,000
General and Administrative [Member]
Share-based compensation expense	1,390,000	2,612,000
Research and Development [Member]
Share-based compensation expense	$ 312,000	$ 312,000
Restricted Stock Units [Member]
Unrecognized compensation expense related to stock options weighted average period	2 months 23 days
The total fair value of restricted stock units and performance stock units vested	$ 100,000
Total unrecognized compensation expense related to non-vested restricted stock units	$ 3,000.000
Renalytix AI plc Share Option Plan [Member]
Share based Compensation options outstanding	5,289,026
Share based compensation weighted average fair value of the options granted	$ 0.76	$ 1.19
Unrecognized compensation expense related to stock options	$ 1,450,000
Unrecognized compensation expense related to stock options weighted average period	1 year 8 months 23 days
Share based compensation weighted aggregate intrinsic value of the options exercisable	$ 0	$ 0
Equity Incentive Plan [Member]
Common stock reserved for future issuance	17,331,289
Equity Incentive Plan [Member] \| Restricted Stock [Member]
Share based Compensation options granted	773,715
Share based Compensation options granted percentage	25.00%
Share based Payment terms of award description	With respect to the options outstanding as of June 30, 2024:•5,289,026 options vest equally over 12 quarters following the grant date;•773,715 options vest 25% on the one year anniversary of the grant date and the remaining 75% equally over 12 quarters following the one year anniversary of the grant date;
Equity Incentive Plan [Member] \| Restricted Stock [Member] \| 1/12th [Member]
Share based Payment terms of award description	490,000 options vest one-third on the one year anniversary of the grant date and the remaining two-thirds equally over eight quarters following the one year anniversary of the grant date;•295,000 options vest 25% at the end of the first quarter following Vesting Commencement Date and the remaining shares vest quarterly thereafter;•285,000 options vest 12 months after the vesting commencement date; •243,875 options vest 25% on the one year anniversary of the grant date, 50% on the two-year anniversary of the grant date, and 25% on the three-year anniversary;•60,000 options vest 25% three months following Vesting Commencement Date and the remaining shares vest monthly thereafter;•12,500 options vest quarterly over two years following the grant date; and•10,000 options vested on the vesting commencement date.
Equity Incentive Plan [Member] \| Restricted Stock [Member] \| Twenty Five Percent Vest On The One Year Anniversary [Member]
Share based Compensation options granted percentage	25.00%
Equity Incentive Plan [Member] \| Restricted Stock [Member] \| Twenty Five Percent Vest On First And Third Year Anniversary And Fifty Percent Vest On Second Year Anniversary [Member]
Share based Compensation options granted	243,875
Equity Incentive Plan [Member] \| Restricted Stock [Member] \| Fifty Percent Vest On Second Year Anniversary [Member]
Share based Compensation options granted percentage	50.00%
Equity Incentive Plan [Member] \| Restricted Stock [Member] \| Twenty Five Percent Vest On The Third Year Anniversary [Member]
Share based Compensation options granted percentage	25.00%
Equity Incentive Plan [Member] \| Restricted Stock [Member] \| Vested Quarterly Over Two Years [Member]
Share based Compensation options granted	12,500
Equity Incentive Plan [Member] \| Restricted Stock [Member] \| Vested On Vesting Commencement Date [Member]
Share based Compensation options granted	10,000
Equity Incentive Plan [Member] \| Restricted Stock [Member] \| Seventy Five Percent Vest on the One Year Anniversary [Member]
Share based Compensation options granted percentage	75.00%
Equity Incentive Plan [Member] \| Restricted Stock [Member] \| One Third Vest On The One Year Anniversary [Member]
Share based Compensation options granted	490,000
Equity Incentive Plan [Member] \| Restricted Stock [Member] \| Twenty-Five Percent Vest at the End of the First Quarter [Member]
Share based Compensation options granted	295,000
Share based Compensation options granted percentage	25.00%
Equity Incentive Plan [Member] \| Restricted Stock [Member] \| Vest Twelve Months After the Vesting Commencement Date [Member]
Share based Compensation options granted	285,000
Equity Incentive Plan [Member] \| Restricted Stock [Member] \| Twenty-Five Percent Vesting Three Months [Member]
Share based Compensation options granted	60,000
Share based Compensation options granted percentage	25.00%
Employee Share Purchase Plan Member [Member]
Share based compensation,number of shares authorized for issuance	850,000
Share based compensation,purchase price of common stock at lower of the fair market value on the first day of offering period or purchase date percent	85.00%
Share based compensation,Employees may contribute upto their eligible compensation for purchase of common stock ,Percentage	15.00%
Share Based Compensation Arrangement By Share Based Payment Award Maximum Number Of Shares Per Employees To Be Purchased Value	$ 25,000
Share based compensation, number of shares purchased	75,328	298,086
Employee Share Purchase Plan Member [Member] \| General and Administrative [Member]
Share-based compensation expense	$ 10,000.00	$ 70,000.00
Employee Share Purchase Plan Member [Member] \| Research and Development [Member]
Share-based compensation expense	$ 10,000.00	$ 30,000.00
Employee Share Purchase Plan Member [Member] \| Maximum [Member]
Share based compensation,increase in number of shares for a period	10 years
Employee Share Purchase Plan Member [Member] \| Minimum [Member]
Increase in number of shares percentage of the total number of shares common stock outstanding during preceding calendar year End	1.00%
Share based compensation,Minimum number of shares to be added for each preceding calendar year end	2,000,000

License and services agreements

12 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

License and services agreements

11. License and services agreements

Mount Sinai license and sponsored research agreements

On May 30, 2018, the Company entered into an exclusive license agreement (the “ISMMS License Agreement”) and on March 7, 2019, a sponsored research agreement (the “ISMMS SRA”) with Mount Sinai. Under the terms of the ISMMS License Agreement, ISMMS granted the Company (i) an exclusive, sublicensable license to use certain patent rights covering specific inventions concerning the utilization of biomarkers guided artificial intelligence techniques for detecting kidney functional decline (the “ISMMS Technology”), (ii) a non-exclusive license under unregistered licensed copyrights and licensed know-how and (iii) an exclusive option to obtain licensed technology conceived after May 30, 2018. The Company is obligated to pay Mount Sinai $1.5 million and $7.5 million in commercial milestone payments upon achieving worldwide net sales of KidneyIntelX of $50.0 million and $300.0 million, respectively. The Company is also obligated to pay Mount Sinai a 4% to 5% royalty on net sales of KidneyIntelX, subject to customary reductions. Royalties are payable on a product-by-product basis from first commercial sale of such product until the later of (1) expiration of the last valid claim of a licensed patent covering such product or (2) on a country-by-country basis, 12 years from first commercial sale of such product in such country. Moreover, the Company is obligated to pay Mount Sinai between 15% and 25% of any consideration received from a sublicensee.

As part of the ISMMS SRA, the Company has agreed to fund several research projects to further develop the ISMMS Technology. The Company incurred expenses of $2.9 million and $2.6 million related to the ISMMS SRA for the years ended June 30, 2024 and 2023, respectively.

Mount Sinai Clinical Trial agreement

In July 2021, the Company entered into a Clinical Trial Agreement (the "CTA") with ISMMS. Under the CTA, ISMMS will undertake a sponsored clinical trial entitled, “A prospective decision impact trial of KidneyIntelX in patients with Type 2 diabetes and existing chronic kidney disease”. The clinical trial is to be conducted at ISMMS with Renalytix agreeing to pay ISMMS in accordance with the agreed-upon budget. The clinical trial is expected to last up to four years with a total estimated budget of $3.2 million. As of June 30, 2024, amounts due to ISMMS under the CTA totaled $0.04 million and $0.6 million was expensed during the year ended June 30, 2024. As of June 30, 2023, amounts due to ISMMS under the CTA totaled $0.8 million and $0.5 million was expensed during the year ended June 30, 2023.

Joslin Diabetes Center agreement

In October 2018, the Company purchased a worldwide exclusive license agreement (the “Joslin Agreement”) with the Joslin Diabetes Center, Inc. (“Joslin”) that was previously entered into with EKF Diagnostics Holding Plc (“EKF”), a related party, in July 2017. The license agreement provides the Company with the right to develop and commercialize licensed products covering a novel methodology of diagnosing and predicting kidney disease using certain biomarkers (the “Joslin Diabetes Technology”).

Under the terms of the Joslin Agreement, the Company is obligated to pay Joslin aggregate commercial milestone payments of $0.3 million and $1.0 million upon achieving worldwide net sales of licensed products and processes of $2.0 million and $10.0 million, respectively. The Company is also obligated to pay Joslin a 5% royalty on net sales of any licensed products or licensed processes, subject to customary reductions. Moreover, the Company is obligated to pay Joslin 25% of any consideration received from a sublicensee. The Company accrued $0.3 million related to achievement of the first sales milestone and accrued $0.4 million of royalties due to Joslin as of June 30, 2024, which were recorded as cost of revenue within the statement of operations and comprehensive loss. The Company accrued $0.3 million related to achievement of the first sales milestone and accrued $0.3 million of royalties due to Joslin for the year ended June 30, 2023.

The Joslin Agreement initially expires on July 31, 2025 and is subject to an automatic five-year extension unless either party notifies the other party of its intent not to extend the agreement at least 180 days prior to initial expiration. Either party may terminate the Joslin Agreement earlier upon an uncured material breach of the agreement by the other party, the insolvency of the other party, or in the event the other party is unable to perform its obligations under the agreement for a specified period. Additionally, Joslin may terminate the agreement in the event that the Company ceases developing or commercializing licensed products or processes, if the Company fails to maintain certain required insurance policies, and if the Company fails to pay patent expenses related to the licensed patents.

Wake Forest/Atrium Health

In May 2021, the Company entered into a partnership with Atrium Health, Wake Forest Baptist Health and Wake Forest School of Medicine to implement an advanced clinical care model to improve kidney health and reduce kidney disease progression and kidney failure. Through these partnerships, KidneyIntelX access will be enabled to primary care physicians, endocrinologists, nephrologists and care teams in 37 hospitals and more than 1,350 care locations across the Carolinas and Georgia. Additionally, the Company entered into a five-year clinical trial agreement with Wake Forest University Health Sciences to evaluate the clinical impact of KidneyIntelX on the management of patients with type 2 diabetes (T2D) and diabetic (chronic) kidney disease (stage 1-3). The total estimated cost of the clinical trial is $6.9 million. To date the Company has incurred $3.9 million in expenses and provided over 2,350 reportable patient results in the Atrium Wake Forest system across over 150 providers. As of June 30, 2024, the Company accrued for $0.7 million of expense related to the clinical trial agreement and amounts due to Wake Forest/Atrium Health under the clinical trial agreement totaled $1.3 million and $0.6 million were expensed during the year ended June 30, 2024. As of June 30, 2023, the Company accrued for $1.1 million of expense related to the clinical trial agreement and amounts due to Wake Forest/Atrium Health under the clinical trial agreement totaled $3.3 million and $2.1 million were expensed during the year ended June 30, 2023.

Property and equipment, net and intangibles - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Finite-Lived Intangible Assets, Net [Abstract]
Software	$ 1,527	$ 1,526
Less accumulated amortization	(658)	(476)
Intangible assets, net	$ 869	$ 1,050

Leases - Schedule of balance sheets classification of leases (Detail) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Lessee Disclosure [Abstract]
Operating lease right-of-use assets, net of accumulated amortization	$ 0	$ 159
Operating lease liabilities, current	$ 45	130
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Liabilities, Current
Operating lease liabilities, non-current	$ 0	$ 41
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Operating lease liabilities, non-current
Total lease liabilities	$ 45

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Current assets:
Cash and cash equivalents	$ 4,680	$ 24,682
Accounts receivable	722	776
Prepaid expenses and other current assets	716	1,424
Total current assets	6,118	26,882
Property and equipment, net	216	1,027
Right-of-use asset	0	159
Investment in VericiDx	698	1,460
Other Assets	940	1,101
Total assets	7,972	30,629
Current liabilities:
Accrued expenses and other current liabilities	3,354	6,644
Accrued expenses - related party	1,329	1,963
Current lease liability	45	130
Convertible notes-current	4,159	4,463
Total current liabilities	11,495	16,136
Convertible notes-noncurrent	4,331	7,485
Noncurrent lease liability	0	41
Total liabilities	15,826	23,662
Commitments and contingencies (Note 10)
Shareholders' equity (deficit):
Ordinary shares, 0.0025 par value per share: 161,842,057 shares authorized; 154,368,191 and 93,781,478 shares issued and outstanding at June 30, 2024 and June 30, 2023, respectively	478	286
Additional paid-in capital	204,893	186,456
Accumulated other comprehensive loss	(1,443)	(1,450)
Accumulated deficit	(211,782)	(178,325)
Total shareholders' equity (deficit)	(7,854)	6,967
Total liabilities and shareholders' equity (deficit)	7,972	30,629
Nonrelated Party [Member]
Current liabilities:
Accounts payable	1,590	1,485
Related Party [Member]
Current liabilities:
Accounts payable	$ 1,018	$ 1,451

Property and equipment, net and intangibles - Schedule of Expected Amortization Expense for the Next Five Years and Thereafter (Detail) $ in Thousands	Jun. 30, 2024 USD ($)
Property, Plant and Equipment [Abstract]
2025	$ 181
2026	142
2027	126
2028	126
Thereafter	294
Amortization expense	$ 869

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenue	$ 2,289	$ 3,403
Cost of revenue	2,133	2,683
Gross profit	156	720
Operating expenses:
Research and development	9,290	14,298
General and administrative	19,751	28,662
Impairment loss on property, equipment and other long-lived assets	723	0
Performance of contract liability to affiliate	0	(19)
Total operating expenses	29,764	42,941
Loss from operations	(29,608)	(42,221)
Equity in net losses of affiliate	0	(9)
Foreign currency gain, net	163	358
Fair value adjustment to VericiDx investment	(505)	(1,282)
Fair value adjustment to convertible notes	(3,751)	(3,107)
Other income, net	249	656
Net loss before income taxes	(33,452)	(45,605)
Income tax expense	(4)	(2)
Net loss	$ (33,456)	$ (45,607)
Net loss per ordinary share - basic	$ (0.31)	$ (0.55)
Net loss per ordinary share - diluted	$ (0.31)	$ (0.55)
Weighted average ordinary shares - basic	108,179,366	82,210,050
Weighted average ordinary shares - diluted	108,179,366	82,210,050
Other comprehensive income (loss):
Changes in the fair value of the convertible notes	$ 305	$ (337)
Foreign exchange translation adjustment	(298)	(198)
Comprehensive loss	$ (33,449)	$ (46,142)

Net loss per ordinary share

12 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Net loss per ordinary share

16. Net loss per ordinary share

Basic net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during each period. Diluted net loss per ordinary share includes the effect, if any, from the potential exercise or conversion of securities, such as options which would result in the issuance of incremental ordinary shares. Potentially dilutive securities outstanding as of June 30, 2024 and 2023 have been excluded from the computation of diluted weighted average shares outstanding as they would be anti-dilutive. Therefore, the weighted average number of shares used to calculate both basic and diluted net loss per share are the same.

The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of ordinary shares outstanding as they would be anti-dilutive:


	Twelve Months Ended June 30,
	2024		2023
Stock options to purchase ordinary shares		7,473,866		4,968,576
Restricted stock units		7,930		40,340
Conversion of convertible note		3,264,719		5,441,198
		10,746,515		10,450,114

Basis of presentation and summary of significant accounting policies - Additional Information (Detail) - USD ($) $ in Thousands		1 Months Ended				12 Months Ended
	Mar. 14, 2024	May 31, 2024	Mar. 31, 2024	Feb. 29, 2024	Nov. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Accounting Policies [Line Items]
Cash current						$ 4,700	$ 24,700
Accounts receivable reserves recorded amount						100	100
Right-of-use asset						0	159
Impairment of property, equipment and other long-lived assets						$ 723	$ 0
Ordinary shares sold						154,368,191	93,781,478
Proceeds from issuance of ordinary shares in Private Placement	$ 5,000					$ 13,533	$ 20,296
Realized loss (gain) on sale of ordinary shares						$ (135)	$ 0
Utah
Accounting Policies [Line Items]
Right-of-use asset				$ 100
Impairment of property, equipment and other long-lived assets					$ 300
Florida
Accounting Policies [Line Items]
Impairment of property, equipment and other long-lived assets				$ 300
Kidney Intelx [Member] \| Service [Member] \| Sales Revenue Net [Member] \| Customer Concentration Risk [Member]
Accounting Policies [Line Items]
Concentration risk, percentage						69.00%	70.00%
Other Party Payors [Member] \| Service [Member] \| Sales Revenue Net [Member] \| Customer Concentration Risk [Member]
Accounting Policies [Line Items]
Concentration risk, percentage							19.00%
Third Party Payors [Member] \| Service [Member] \| Sales Revenue Net [Member] \| Customer Concentration Risk [Member]
Accounting Policies [Line Items]
Concentration risk, percentage						31.00%
Pharmaceutical Services [Member] \| Service [Member] \| Sales Revenue Net [Member] \| Customer Concentration Risk [Member]
Accounting Policies [Line Items]
Concentration risk, percentage							11.00%
Kantaro Biosciences LLC [Member]
Accounting Policies [Line Items]
Performance of the contract liability						$ 0	$ 10
Verici Dx Limited [Member]
Accounting Policies [Line Items]
Equity method investments fair value disclosure						700	1,500
Fair value adjustment of investments						$ 500	$ 1,300
Percentage owned in the ordinary shares						3.70%	5.80%
Ordinary shares sold		250,000	750,000
Proceeds from issuance of ordinary shares in Private Placement		$ 20	$ 100
Realized loss (gain) on sale of ordinary shares		$ (40)	$ (100)
Software and Software Development Costs [Member]
Accounting Policies [Line Items]
Estimated useful life						10 years
Research and development expense						$ 0	$ 0

Accrued expenses and other current liabilities

12 Months Ended

Jun. 30, 2024

Accounts Payable and Accrued Liabilities, Current [Abstract]

Accrued expenses and other current liabilities

7. Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consisted of the following:


(in thousands)	June 30, 2024		June 30, 2023
Consulting and professional fees	$	1,109	$	442
Research and development		892		1,657
Payroll and related benefits		388		3,866
License and royalty expense		787		669
Other		178		10
	$	3,354	$	6,644

Subsequent Events - Additional Information (Detail) - Jul. 15, 2024 - Subsequent Event [Member] $ in Thousands	USD ($) shares	£ / shares
Subsequent Event [Line Items]
Repayments of convertible bond value \| $	$ 1,060
Stock issued	2,275,000
Maximum [Member]
Subsequent Event [Line Items]
After settlement of repayments of convertible bond value \| $	$ 11,660
Minimum [Member]
Subsequent Event [Line Items]
After settlement of repayments of convertible bond value \| $	$ 1,060
New ordinary shares [Member]
Subsequent Event [Line Items]
Stock issued	11,557,322
Shares issued price per share \| £ / shares		£ 0.0025
American Depository Shares
Subsequent Event [Line Items]
Stock issued	4,641,161
American Depository Shares \| Ordinary Shares [Member]
Subsequent Event [Line Items]
Stock issued	9,282,322

Revenue - Additional Information (Detail) - Transferred at Point in Time [Member] - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Testing Services Revenue [Member]
Revenue From Contract With Customer [Line Items]
Potential revenue	$ 2,100	$ 3,100
Pharmaceutical Services Revenue [Member]
Revenue From Contract With Customer [Line Items]
Potential revenue	$ 140	$ 300

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479941/924-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-5

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-4

+ Details

Subsequent events

12 Months Ended

Jun. 30, 2024

Subsequent Events [Abstract]

Subsequent events

17. Subsequent Events

On July 15, 2024, the Company announced the repayment of $1.06 million of the principal amount of the Company's convertible bond and the interest for the period through the issuance of 2,275,000 ordinary shares and 4,641,161 ADSs. 11,557,322 new ordinary shares of £0.0025 each in the capital of the Company will be issued to settle including conversion of 4,641,161 ADSs (9,282,322 ordinary shares with each ADS representing two ordinary shares). After settlement of the repayment, the principal remaining under the convertible bond will be reduced by $1.06 million to $11.66 million.

License and services agreements - Additional Information (Detail) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Jul. 31, 2021	Jun. 30, 2024	Jun. 30, 2023
Disclosure Of License Agreements [Line Items]
Revenue		$ 2,289	$ 3,403
Research and development expenses		$ 9,290	14,298
Joslin License [Member]
Disclosure Of License Agreements [Line Items]
Royalty as a percentage of net sales		5.00%
Date of expiry of license agreement		Jul. 31, 2025
License agreement period of extension		5 years
License agreement period of notice to be given for termination of agreement		180 days
Accrued Royalties		$ 400	$ 300
Clinical Trial Agreement [Member]
Disclosure Of License Agreements [Line Items]
Related party transaction, amount due to related party		1,300
Milestone Three [Member] \| Joslin License [Member]
Disclosure Of License Agreements [Line Items]
Percentage of obligation on sublicense consideration received			25.00%
Milestone One [Member] \| Joslin License [Member]
Disclosure Of License Agreements [Line Items]
Milestone payment payable		300
Milestone One [Member] \| Licensed Products [Member] \| Joslin License [Member]
Disclosure Of License Agreements [Line Items]
Revenue		2,000
Milestone Two [Member] \| Joslin License [Member]
Disclosure Of License Agreements [Line Items]
Milestone payment payable		1,000
Milestone Two [Member] \| Licensed Products [Member] \| Joslin License [Member]
Disclosure Of License Agreements [Line Items]
Revenue		10,000
First Sales Milestone [Member]
Disclosure Of License Agreements [Line Items]
Accrued Royalties		300	$ 300
Mount Sinai [Member] \| ISSMS And SRA [Member]
Disclosure Of License Agreements [Line Items]
Research and development expenses		2,900	2,600
Mount Sinai [Member] \| Milestone One [Member] \| ISSMS And SRA [Member]
Disclosure Of License Agreements [Line Items]
Milestone payment payable		1,500
Mount Sinai [Member] \| Milestone Two [Member] \| ISSMS And SRA [Member]
Disclosure Of License Agreements [Line Items]
Milestone payment payable		$ 7,500
Mount Sinai [Member] \| Maximum [Member] \| ISSMS And SRA [Member]
Disclosure Of License Agreements [Line Items]
Royalty as a percentage of net sales		5.00%
Expiration period from first commercial sale of product		12 years
Mount Sinai [Member] \| Maximum [Member] \| Milestone Three [Member] \| ISSMS And SRA [Member]
Disclosure Of License Agreements [Line Items]
Percentage of obligation on sublicense consideration received		25.00%
Mount Sinai [Member] \| Minimum [Member] \| ISSMS And SRA [Member]
Disclosure Of License Agreements [Line Items]
Royalty as a percentage of net sales		4.00%
Mount Sinai [Member] \| Minimum [Member] \| Milestone Three [Member] \| ISSMS And SRA [Member]
Disclosure Of License Agreements [Line Items]
Percentage of obligation on sublicense consideration received		15.00%
Kidney Intelx [Member] \| Milestone One [Member] \| ISSMS And SRA [Member]
Disclosure Of License Agreements [Line Items]
Revenue		$ 50,000
Kidney Intelx [Member] \| Milestone Two [Member] \| ISSMS And SRA [Member]
Disclosure Of License Agreements [Line Items]
Revenue		300,000
Mount Sinai Clinical Trial Agreement [Member] \| ISMMS [Member]
Disclosure Of License Agreements [Line Items]
Estimated budget cost for the agreement	$ 3,200
Related party transaction, amount due to related party		40	800
Expense related to the agreement		600	500
Wake Forest/Atrium Health [Member]
Disclosure Of License Agreements [Line Items]
Estimated budget cost for the agreement		6,900
Expense related to the agreement		3,900
Wake Forest/Atrium Health [Member] \| Clinical Trial Agreement [Member]
Disclosure Of License Agreements [Line Items]
Accrued Royalties		700	1,100
Related party transaction, amount due to related party			3,300
Expense related to the agreement		$ 600	$ 2,100

Leases - Schedule of lease cost (Detail) $ in Thousands	12 Months Ended
Leases - Schedule of lease cost (Detail) $ in Thousands	Jun. 30, 2024 USD ($)
Lessee, Lease, Description [Line Items]
Short-term lease cost	$ 353
Right-of-use asset	92
Total lease costs	702
Cash paid for amounts included in the measurement of lease liabilities	$ 74
Remaining lease term - operating leases	3 months 18 days
Discount rate - operating leases	10.00%
Research and Development [Member]
Lessee, Lease, Description [Line Items]
Operating lease cost	$ 74
Short-term lease cost	81
General and Administrative [Member]
Lessee, Lease, Description [Line Items]
Short-term lease cost	$ 102

Liquidity and Going Concern - Additional Information (Detail) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Going Concern [Line Items]
Retained earnings surplus deficit	$ (211,782)	$ (178,325)

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Leases

12 Months Ended

Jun. 30, 2024

Lessee Disclosure [Abstract]

Leases

9. Leases

The Company leases certain office space and laboratory space. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. The Company does not recognize right-of-use assets or lease liabilities for leases determined to have a term of 12 months or less. Many of the Company's leases contain variable non-lease components such as maintenance, taxes, insurance, and similar costs for the spaces it occupies.

Variable executory costs, as it relates to net leases, are excluded from the calculation of the lease liability. Variable executory costs include costs relating to utilities, repairs, maintenance, insurance, common area expenses, and taxes paid for the leased asset during its economic life.

Upon adoption of ASC 842, the Company elected the package of practical expedients and the hindsight practical expedient but did not elect the easement practical expedient which is not applicable to the Company as the Company does not have any ground leases. In accordance with the package of practical expedients, the Company has not reassessed any of its existing or expired contracts or any other agreements that were previously concluded to not contain a lease for the following practical expedient guidance: (1) whether the arrangement is or contains a lease, (2) lease classification and (3) whether previously capitalized costs continue to qualify as initial direct costs.

The Company leased lab space in Salt Lake City, UT, under a five-year lease, the term of which commenced in November 2019. The Company has measured its right-of-use assets and lease liabilities based on lease terms ending in October 2024. Due to the Company consolidating its operations and moving out of the space, the Company performed a recoverability assessment and determined the entire $0.1 million right-of-use asset to be impaired and recorded a loss within the impairment loss on property, equipment, and other long-lived assets line of the statement of operations and comprehensive loss for the year ended June 30, 2024.

The Company leased lab space in New York City, NY, under an initial three-month lease, the term of which commenced in February 2019. The Company has classified this lease as a short-term lease as the Company concluded that the noncancelable terms of this lease was less than one year at the commencement and none of the Company's renewals or amendments were for additional noncancelable terms greater than one year.

The Company leased lab space in St. Petersburg, FL, under an initial one-year term, the term of which commenced in January 2022. The Company has classified this lease as a short-term lease as the Company concluded that the noncancelable terms of this lease was less than one year at the commencement and none of the Company's renewals or amendments were for additional noncancelable terms greater than one year. The St. Petersburg, FL, lease expired in the quarter ended March 31, 2024.

The Company leased office space in New York City, NY, under an initial month-to-month term, the term of which commenced in June 2018. The lease did not have termination or formal renewal options; however, the Company can renew their office space if they are still needed and are still available at the end of the term. The Company has classified this lease as a short-term lease as the Company concluded that the noncancelable terms of this lease was less than one year at the commencement and none of the Company's renewals or amendments were for additional noncancelable terms greater than one year.

The Company identified and assessed the following significant assumptions in recognizing its right-of-use assets and corresponding lease liabilities during the adoption of ASC 842:

As the Company's leases do not provide an implicit rate, it concluded that a 10.0% IBR, the approximate midpoint between the average commercial real estate loans during 2022, is an appropriate discount rate to use for the Utah lease, which was the only lease existing as of the adoption date.

The following table shows the lease balance sheet classification of leases for the year ended June 30, 2024:


(in thousands)	June 30, 2024
Assets
Operating lease right-of-use assets, net of accumulated amortization	$	—
Liabilities
Current	$	45
Operating lease liabilities, current
Non-current
Operating lease liabilities, non-current		—
Total lease liabilities	$	45

The following table shows the lease costs for the year ended June 30, 2024:


Lease costs (in thousands)	Statement of operations classification	June 30, 2024
Operating lease costs	Operating expenses: research and development	$	74
Short-term lease costs	Operating expenses: research and development		81
Short-term lease costs	Operating expenses: general and administrative		102
Short-term lease costs	Cost of goods sold		353
Right-of-use asset	Operating expenses: impairment loss		92
Total lease costs		$	702


Other information	June 30, 2024
Cash paid for amounts included in the measurement of lease liabilities (in thousands)	$	74
Remaining lease term - operating leases (in years)		0.3
Discount rate - operating leases		10	%

The future minimum payments for noncancelable leases with terms in excess of one year as of June 30, 2024 are payable as follows:


(in thousands)
2024	$	46
2025		—
2026		—
Total minimum lease payments		46
Less amounts representing interest		(1	)
Present value of lease liabilities	$	45

The Company recognized rent expense of $0.6 million and $0.7 million during the years ended June 30, 2024 and 2023, respectively, related to all leases. Rent expense is included within cost of revenue, research and development and general and administrative expenses in the consolidated statements of operations and comprehensive loss.

Fair value measurements and the fair value option - Schedule of Fair Value of Assets Measured on Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Level 1 [Member]
Assets, Fair Value Disclosure [Abstract]
Equity Securities	$ 698	$ 1,460
Convertible notes	0	0
Level 2 [Member]
Assets, Fair Value Disclosure [Abstract]
Equity Securities	0	0
Convertible notes	0	0
Level 3 [Member]
Assets, Fair Value Disclosure [Abstract]
Equity Securities	0	0
Convertible notes	$ 8,490	$ 11,948

Shareholders' equity - Additional Information (Detail)					12 Months Ended
Shareholders' equity - Additional Information (Detail)	Apr. 18, 2024 USD ($) shares	Apr. 05, 2024 £ / shares $ / shares shares	Mar. 14, 2024 USD ($)	Mar. 12, 2024 USD ($)	Jun. 30, 2024 USD ($) shares	Jun. 30, 2023 USD ($) shares	Apr. 05, 2024 $ / shares shares	Mar. 12, 2024 £ / shares shares
Class of Stock [Line Items]
Common stock shares authorized					161,842,057	161,842,057
Cash dividends \| $					$ 0
Common stock shares issued					154,368,191	93,781,478
Additional ordinary shares granted					3,640,296
Exercise of stock options (Shares)					0
Proceeds from issuance of ordinary shares in Private Placement \| $			$ 5,000,000		$ 13,533,000	$ 20,296,000
DB Capital Purchase Agreement [Member]
Class of Stock [Line Items]
Gross Cash Proceeds \| $	$ 1,500,000
Ordinary Shares [Member] \| DB Capital Purchase Agreement [Member]
Class of Stock [Line Items]
Common stock shares issued		2,666,667					2,666,667
Shares issued price per share \| £ / shares		£ 0.0025
Additional ordinary shares granted		7,811,696
Purchase price per share \| $ / shares		£ 0.375
Offering price per share \| $ / shares							$ 0.375
Exercise of stock options (Shares)	1,333,334
New ordinary shares [Member]
Class of Stock [Line Items]
Gross Cash Proceeds \| $				$ 12,000,000
New ordinary shares [Member] \| Private Placement [Member]
Class of Stock [Line Items]
Common stock shares issued								46,801,872
Shares issued price per share \| £ / shares								£ 0.2
New ordinary shares [Member] \| Private Placement [Member] \| Maximum [Member]
Class of Stock [Line Items]
Common stock shares issued								46,801,872
New ordinary shares [Member] \| First Tranche Shares [Member] \| Private Placement [Member]
Class of Stock [Line Items]
Common stock shares issued								19,986,031
Shares issued price per share \| £ / shares								£ 0.2
New ordinary shares [Member] \| Second Tranche Shares [Member] \| Private Placement [Member]
Class of Stock [Line Items]
Common stock shares issued								26,815,841
Shares issued price per share \| £ / shares								£ 0.2

Property and equipment, net and intangibles - Schedule of Property Plant and Equipment (Detail) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 515	$ 1,877
Less accumulated depreciation	(299)	(850)
Property, plant and equipment, net	216	1,027
Lab equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	388	1,142
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	127	124
Office Furniture [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	0	35
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 0	$ 576

Share-based compensation (Tables)

12 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Summary of Total Stock-Based Compensation Expenses

The Company recorded share-based compensation expense in the following expense categories in the consolidated statements of operations for the years ended June 30, 2024 and 2023 :


	Twelve Months Ended June 30,
(in thousands)	2024		2023
Research and development	$	312	$	312
General and administrative		1,390		2,612
Cost of revenue		8		12
	$	1,710	$	2,936

Summary of Stock Option Pricing Model Assumption


	Twelve Months Ended June 30,
	2024			2023
Expected term (in years)		6.3			6.1
Expected volatility		75.0	%		66.9	%
Risk-free rate		4.3	%		3.2	%
Dividend yield		—	%		—	%

Summary of Option Activity

The following table summarizes the stock option granted to employees and non-employees for the year ended June 30, 2024:


	Number of shares under option plan			Weighted- average exercise price per option		Weighted- average remaining contractual life (in years)
Outstanding at June 30, 2023		4,968,576		$	4.50		6.7
Granted		3,640,296		$	1.04
Exercised		—		$	-
Forfeited		(1,133,443	)	$	2.83
Expired		(1,563	)	$	6.64
Outstanding at June 30, 2024		7,473,866		$	3.06		7.0
Exercisable at June 30, 2024		5,249,671		$	3.84		6.1
Vested and expected to vest at June 30, 2024		7,473,866		$	3.06		7.0

Summary of Restricted Stock Units

Activity for restricted stock units for the year ended June 30, 2024 is as follows:


	Number of Restricted Stock Units			Weighted- average Grant Date Fair Value
Non-vested balance at June 30, 2023		40,340		$	1.72
Granted		—		$	-
Vested		(21,290	)	$	2.24
Forfeited		(11,120	)	$	1.69
Non-vested balance at June 30, 2024		7,930		$	1.33

Share-based compensation - Summary of Option Activity (Detail) - $ / shares	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Number of shares under option plan, Beginning balance	4,968,576
Number of shares under option plan, Granted	3,640,296
Number of shares under option plan, Exercised	0
Number of shares under option plan, Forfeited	(1,133,443)
Number of shares under option plan, Expired	(1,563)
Number of shares under option plan, Ending balance	7,473,866	4,968,576
Number of shares under option plan, Exercisable at June 30, 2024	5,249,671
Number of shares under option plan, Vested and expected to vest at June 30, 2024	7,473,866
Weighted-average exercise price per option, Beginning balance	$ 4.5
Weighted-average exercise price per option, Granted	1.04
Weighted-average exercise price per option, Exercised	0
Weighted-average exercise price per option, Forfeited	2.83
Weighted-average exercise price per option, Expired	6.64
Weighted-average exercise price per option, Ending balance	3.06	$ 4.5
Weighted-average exercise price per option, Exercisable at June 30, 2024	3.84
Weighted- average exercise price per option Vested and expected to vest at June 30, 2024	$ 3.06
Weighted- Average Remaining Contractual Life (years)	7 years	6 years 8 months 12 days
Weighted- average remaining contractual life Exercisable at June 30, 2024	6 years 1 month 6 days
Weighted- average remaining contractual life Vested and expected to vest at June 30, 2024	7 years

Basis of presentation and summary of significant accounting policies (Policies)	12 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Principles of consolidation	Principles of consolidation The consolidated financial statements include the accounts of Renalytix plc and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation. The Company accounts for investments in which it has significant influence, but not a controlling financial interest, using the equity method of accounting.
Use of estimates	Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Due to the uncertainty of factors surrounding the estimates or judgments used in the preparation of the consolidated financial statements, actual results may materially vary from these estimates. Estimates and assumptions are periodically reviewed, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Significant areas that require management’s estimate include the assumptions used in determining the fair value of share-based awards, determining the fair value of the bonds, recording the prepaid/accrual and associated expense for research and development activities performed for the Company by third parties and determining useful lives of property and equipment and capitalized software.
Segment information	Segment information The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. The Company’s singular focus is to make significant improvements in kidney disease diagnosis and prognosis, clinical care, patient stratification for drug clinical trials, and drug target discovery.
Foreign currency	Foreign currency The Company’s consolidated financial statements are presented in U.S. dollars, the reporting currency of the Company. The functional currency of Renalytix plc and Renalytix AI Limited is GB Pounds. The functional currency of Renalytix AI, Inc. is the U.S. dollar. Assets and liabilities of Renalytix plc and Renalytix AI Limited are translated at the rate of exchange at period-end, while the consolidated statements of operations and comprehensive loss are translated at the weighted average exchange rates in effect during the reporting period. The net effect of these translation adjustments is shown as a component of accumulated other comprehensive loss. Transaction gains and losses resulting from exchange rate changes on transactions denominated in currencies other than the functional currency are included in income in the period in which the change occurs and reported in the consolidated statements of operations and comprehensive loss.
Concentrations of credit risk and major customers	Concentrations of credit risk and major customers Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and accounts receivable balances. Periodically, the Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company deposits its cash and cash equivalents in financial institutions that it believes have high credit quality and are not exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships and has not experienced any losses on such accounts. The Company’s accounts receivable related to testing services are derived from revenue earned from customers located in the U.S. For the year ended June 30, 2024, approximately 69% of all receivables related to KidneyIntelX testing revenue related to two customers and the remaining 31% of receivables were due from other third-party payors. For the year ended June 30, 2023, approximately 70% of all receivables related to KidneyIntelX testing revenue related to one customer, approximately 19% of receivables were due from other party payors and approximately 11% of receivables outstanding related to pharmaceutical services performed for one customer. The Company performs initial and ongoing credit reviews on its customers, which involve consideration of the customers’ financial information, their location, and other factors to assess the customers’ ability to pay and reserved for $0.1 million of receivables for the year ended June 30, 2024.
Fair value of financial instruments	Fair value of financial instruments At June 30, 2024 and 2023, the Company’s financial instruments included accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities. The carrying amounts of these assets and liabilities approximates fair value due to their short-term nature. The convertible notes are recorded at their estimated fair value.
Fair value option	Fair value option Under the Fair Value Option Subsections of ASC subtopic 825-10, Financial Instruments – Overall, the Company has the irrevocable option to report most financial assets and financial liabilities at fair value on an instrument-by-instrument basis, with changes in fair value reported in earnings (see Note 5). The Company has elected to measure and record the convertible notes at their estimated fair value.
Cash and cash equivalents	Cash and cash equivalents The Company considers all highly-liquid investments purchased with an original maturity of 90 days or less to be cash equivalents. As of June 30, 2024 and 2023, the Company had a cash balance of $4.7 million and $24.7 million, respectively.
Accounts receivable	Accounts receivable Accounts receivable are recorded at the invoice amount and are non-interest bearing. The Company considers receivables past due based on the contractual payment terms. The Company reserves specific receivables if collectability is no longer reasonably assured. Estimates for credit losses are determined based on existing contractual obligations, historical payment patterns, and individual customer circumstances. The Company reserved for $0.1 million and $0.1 million of receivables as of June 30, 2024 and 2023, respectively.
Property, equipment and other long-lived assets	Property, equipment and other long-lived assets Property and equipment are recorded at cost. Depreciation is determined using the straight-line method over the estimated useful lives ranging from three to ten years. Expenditures for maintenance and repairs are expensed as incurred while renewals and betterments are capitalized. When property and equipment are sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in operations. In November 2023, the Company consolidated lab operations, which resulted in a $0.3 million impairment of property and equipment at the Company's Utah lab. In February 2024, the Company performed a recoverability assessment and determined the entire $0.1 million right-of-use asset related to the Utah lease to be impaired; in addition, the Company further consolidated lab operations, which resulted in a $0.3 million impairment of property and equipment at the Company's Florida lab. The Company recorded a $0.7 million impairment of property, equipment and other long-lived assets for the year ended June 30, 2024. There was no impairment loss on property, equipment and other long-lived assets in year ended June 30, 2023.
Performance of contract liability to affiliate	Performance of contract liability to affiliate In May 2020, the Company and the Icahn School of Medicine at Mount Sinai entered into an operating agreement (“Kantaro Operating Agreement”) to form a joint venture, Kantaro Biosciences LLC (“Kantaro”), for the purpose of developing and commercializing laboratory tests for the detection of antibodies against SARS-CoV-2 originally developed by Mount Sinai. Kantaro has a fiscal year end of December 31st. Kantaro has partnered with Bio-Techne Corporation to develop and launch the new test which is designed for use in any authorized clinical testing laboratory without the need for proprietary equipment. On December 31, 2022, the members and managers of Kantaro decided that it was in the best interest of Kantaro to wind up the Kantaro business. As part of the termination agreement, the members agreed that Renalytix has no further liability to perform services on behalf of Kantaro. During the years ended June 30, 2024 and 2023, the Company recognized $0 and $0.01 million, respectively, related to the performance of the contract liability with Kantaro. This represents the allocation of costs for performing services on behalf of Kantaro.
Investments	Investments VericiDx plc The Company accounts for its ownership of VericiDx securities at fair value in accordance with ASC 321, Investments-Equity Securities, with changes in fair value recorded in earnings as the fair value of VericiDx's ordinary shares are readily determinable via the London Stock Exchange. Based on closing stock price of VericiDx, the fair value of the investment in VericiDx was $0.7 million and $1.5 million at June 30, 2024 and 2023, respectively. In March 2024, the Company sold 750,000 ordinary shares of VericiDx for net proceeds of $0.1 million and a realized loss of $0.1 million. In May 2024, the Company sold 250,000 ordinary shares of VericiDx for net proceeds of $0.02 million and a realized loss of $0.04 million. The Company did not sell any shares during the year ended June 30, 2023. During the years ended June 30, 2024 and 2023, the Company recorded a decrease in fair value of $0.5 million and $1.3 million, respectively, in the consolidated statements of operations and comprehensive loss. The Company owned 3.7% and 5.8% of the ordinary shares of VericiDx at June 30, 2024 and 2023, respectively.
Impairment assessment	Impairment assessment The Company evaluates its investments that are in unrealized loss positions, if any, and equity method investments for other-than-temporary impairment on a quarterly basis (see Note 5). Such evaluation involves a variety of considerations, including assessments of the risks and uncertainties associated with general economic conditions and distinct conditions affecting specific issuers or investees. Factors considered by the Company include (i) the length of time and the extent to which an investment’s fair value has been below its cost; (ii) the financial condition, credit worthiness, and near-term prospects of the issuer; (iii) the length of time to maturity; (iv) future economic conditions and market forecasts; (v) the Company’s intent and ability to retain its investment for a period of time sufficient to allow for recovery of market value; (vi) an assessment of whether it is more likely than not that the Company will be required to sell its investment before recovery of market value; and (vii) whether events or changes in circumstances indicate that the investment’s carrying amount might not be recoverable.
Software development costs	Software development costs The Company follows the provisions of ASC 985, Software, which requires software development costs for software marketed externally to be expensed as incurred until the establishment of technological feasibility, at which time those costs are capitalized until the software is available for general release and are amortized over its estimated useful life of ten years. For the years ended June 30, 2024 and 2023, there was no capitalization of research and development expenses related to software development to record. Technological feasibility is established upon the completion of a working model that has been validated.
Revenue recognition	Revenue recognition Pursuant to ASC 606, Revenue from Contracts with Customers, the Company recognizes revenue when a customer obtains control of promised goods or services. The Company records the amount of revenue that reflects the consideration that it expects to receive in exchange for those goods or services. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that it will collect the consideration to which it is entitled in exchange for the goods or services that it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations it must deliver and which of these performance obligations are distinct. Certain contracts have options for the customer to acquire additional services. The Company evaluates these options to determine if a material right exists. If, after that evaluation, the Company determines a material right does exist, it assigns value to the material right based upon the renewal option approach. The Company recognizes as revenue the amount of the transaction price that is allocated to each performance obligation when that performance obligation is satisfied or as it is satisfied. The Company uses the present right to payment principle and customer acceptance as indicators to determine the transfer of control to the customer occurs at a point in time. Sales tax and other similar taxes are excluded from revenues.
Cost of revenue	Cost of revenue Cost of revenue consists of costs directly attributable to the services rendered, including labor, rent, lab consumables, depreciation, amortization and sample collection costs directly related to revenue generating activities.
Research and development expenses	Research and development expenses Research and development costs consist primarily of internal and external labor costs incurred in connection with the development of KidneyIntelX as well as expenses related to studies and clinical trials to further the clinical value, performance and utility of KidneyIntelX. Research and development costs are expensed as incurred.
Share-based compensation	Share-based compensation The Company measures equity classified share-based awards granted to employees and nonemployees based on the estimated fair value on the date of grant and recognizes compensation expense of those awards over the requisite service period, which is the vesting period of the respective award. The Company accounts for forfeitures as they occur. For share-based awards with service-based vesting conditions, the Company recognizes compensation expense on a straight-line basis over the service period. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions, including the expected stock price volatility, the expected term of the option, the risk-free interest rate for a period that approximates the expected term of the option, and the Company’s expected dividend yield. The Company was a privately-held organization prior to November 2018 and has been a publicly-traded company for a limited period of time and therefore lacks company-specific historical and implied volatility information for its shares. Accordingly, the Company estimates its expected share price volatility based on the historical volatility of publicly-traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is none based on the fact that the Company has never paid cash dividends on ordinary shares and does not expect to pay any cash dividends in the foreseeable future. The Company classifies share-based compensation expense in its consolidated statement of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified.
Income taxes	Income taxes Income taxes are accounted for under the asset and liability method as required by FASB ASC Topic 740, Income Taxes ("ASC 740"). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A reduction in the carrying value of the deferred tax assets is required when it is not more likely than not that such deferred tax assets are realizable. FASB ASC Subtopic 740-10, Accounting for Uncertainty of Income Taxes (ASC "740-10"), defines the criterion an individual tax position must meet for any part of the benefit of the tax position to be recognized in financial statements prepared in conformity with U.S. GAAP. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not such tax position will be sustained on examination by the taxing authorities, based solely on the technical merits of the respective tax position. The tax benefits recognized in the financial statements from such a tax position should be measured based on the largest benefit having a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority. In accordance with disclosure requirements of ASC 740-10, the Company’s policy on income statement classification of interest and penalties related to income tax obligations is to include such items as part of income tax expense.
Comprehensive loss	Comprehensive loss Comprehensive loss includes net loss as well as other changes in shareholders’ equity that result from transactions and economic events other than those with shareholders. For the periods presented, changes in shareholders’ equity include foreign currency translation as well as changes in fair value of the convertible note due to changes in instrument-specific credit risk. The change in instrument-specific credit risk was calculated as the change in the risk yield from the convertible debt issuance date to the valuation date. The instrument-specific credit risk at issuance date was calibrated such that the fair value of the convertible bond was equal to the issue price as of the issuance date. The risk yield was adjusted to reflect the change in credit spreads between the issuance date and the valuation date.
Net loss per ordinary share	Net loss per ordinary share Basic net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during each period. Diluted net loss per ordinary share includes the effect, if any, from the potential exercise or conversion of securities, such as options and convertible debt which would result in the issuance of incremental ordinary shares. The dilutive effect of convertible securities is calculated using the if-converted method. Under the if-converted method, interest charges applicable to the convertible debt as well as nondiscretionary adjustments which include any expenses or charges that are determined based on the income (loss) for the period are added back to net income. The convertible debt is assumed to have been converted at the beginning of the period (or at time of issuance, if later). For the year ended June 30, 2024, under the if-converted method, the add back of nondiscretionary adjustments and inclusion of potentially converted shares would be anti-dilutive.
Emerging growth company	Emerging growth company The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”). Under the JOBS Act, companies have extended transition periods available for complying with new or revised accounting standards. The Company has elected to avail itself of this exemption and, therefore, while the Company is an emerging growth company, it will not be subject to new or revised accounting standards at the same time that they become applicable to other public emerging growth companies that have not elected to avail themselves of this exemption.
Recently issued accounting pronouncements	Recently issued accounting pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments, which requires measurement and recognition of expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This is different from the current guidance as this will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets. The Company implemented ASU 2016-13 in the fiscal year beginning July 1, 2023 and evaluated the impact of ASU 2016-13 and it did not have a material impact on the consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 eliminates two of the three models in ASC 470-20 that require issuers to separately account for embedded conversion features and eliminates some of the requirements for equity classification in ASC 815-40-25 for contracts in an entity’s own equity. The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and generally requires them to include the effect of potential share settlement for instruments that may be settled in cash or shares. It is effective for annual periods beginning after December 15, 2023, and interim periods therein. The Company evaluated the effect ASU 2020-06 and it is not expected to have a material impact on the consolidated financial statements. In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements under ASU2023-07 are also required for public entities with a single reportable segment. The guidance is effective for the fiscal year ending June 30, 2025, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides for improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This guidance is effective for annual periods beginning after December 15, 2024, and the adoption of this standard is not anticipated to have a significant impact on the Company’s consolidated financial statements other than adding new disclosures, which the Company is currently evaluating.

CONSOLIDATED BALANCE SHEETS (Parenthetical) - £ / shares	Jun. 30, 2024	Jun. 30, 2023
Statement of Financial Position [Abstract]
Common stock par or stated value per share	£ 0.0025	£ 0.0025
Common stock shares authorized	161,842,057	161,842,057
Common stock shares issued	154,368,191	93,781,478
Common stock shares outstanding	154,368,191	93,781,478

Income taxes

12 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

Income taxes

14. Income taxes

Loss from operations before income taxes was comprised of the following (in thousands):


	Twelve Months Ended June 30,
	2024			2023
United Kingdom and other	$	(12,501	)	$	(712	)
United States		(20,951	)		(44,894	)
	$	(33,452	)	$	(45,606	)

Due to the pretax losses reported in both the United Kingdom and United States for all periods since inception there is no income tax expense or benefit but for an immaterial amount of Ireland income tax expense for the period ended June 30, 2024.

A reconciliation of income tax benefit from continuing operations as reflected in the financial statements is as follows:


	Twelve Months Ended June 30,
	2024				2023
U.K tax benefit at statutory rate		(25.0	)	%		(20.5	)	%
State taxes, net of federal benefit		(4.4	)			(10.4	)
Permanent differences		0.7				0.9
Research and development		—				—
Change in valuation allowance		28.4				31.2
Foreign rate differential		3.9				(1.1	)
Deferred only		(4.3	)			—
Rate change		0.9				—
Other		(0.2	)			(0.1	)
Effective tax rate		0.0		%		0.0		%

The principal components of the Company’s deferred tax assets and liabilities were as follows (in thousands):


	Twelve Months Ended June 30,
	2024			2023
Deferred tax assets:
Net operating losses		45,962		$	37,740
Capitalized research and development costs		3,907			2,826
Research and development licenses		2,352			2,814
Share-based compensation		2,758			1,327
Accrued expenses	46				964
Mark-to-market securities	384				256
Lease liabilities	14				55
Other	97				73
Valuation allowances		(55,438	)		(45,602	)
Total deferred tax assets		82			453
Deferred tax liabilities:
Depreciation		(66	)		(386	)
Mark-to-market securities	—				—
Right-of-use assets	—				(51	)
Unrealized foreign exchange loss		(16	)		(16	)
Total deferred tax liabilities		(82	)		(453	)
Net deferred tax	$	—		$	—

The Company does not have unrecognized tax benefits as of June 30, 2024 and 2023. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense.

The Company’s net operating loss carryforwards (“NOL”) for U.K., U.S. federal and U.S. state income tax purposes consisted of the following (in thousands):


	Twelve Months Ended June 30,
	2024		2023
United Kingdom	$	38,384	$	26,569
U.S. Federal		116,768		98,555
U.S. State and Local		202,300		177,306

The UK and federal net operating loss carryforwards have no expiration dates. The amount of UK annual profits that can be relieved by losses carried forward is limited to 50%, in excess of a threshold amount of £5 million of profits. Under the Tax Cuts and Jobs Act of 2017 ("TCJA") as modified by the Coronavirus Aid, Relief, and Economic Security (CARES) Act, or collectively, the Tax Acts, U.S. federal net operating losses incurred for taxable years beginning after December 31, 2017 may be carried forward indefinitely, but the deductibility of such federal net operating losses may be limited to 80% of taxable income in taxable years beginning after December 31, 2020. The federal NOL amount will carry forward indefinitely. Certain state net operating loss carryforwards begin to expire in 2038. The Company recorded a valuation allowance on the deferred tax assets as of June 30, 2024 and 2023 because of the uncertainty of their realization. The valuation allowance increased by $9.8 million for the year ended June 30, 2024 and $14.5 million for the year ended June 30, 2023.

Utilization of the net operating losses and general business tax credits carryforwards may be subject to a substantial limitation under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, if changes in ownership of the company have occurred previously or will occur in the future. Ownership changes may limit the amount of net operating losses and general business tax credits carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of 5-percent shareholders in the stock of a corporation by more than 50 percentage points over a three-year period. If the Company experiences a Section 382 ownership change, the tax benefits related to the NOL carry forwards may be further limited or lost. The Company may also experience ownership changes as a result of shifts in share ownership, some of which are outside its control. Therefore, as a result of ownership changes with respect to ordinary shares, the ability to use current net operating losses and other pre-change tax attributes to offset post-change taxable income or taxes could be subject to limitation. The Company has not undertaken a Section 382 study.

For tax years beginning on or after January 1, 2022, the TCJA eliminates the option to currently deduct research and development expenses and requires taxpayers to capitalize and amortize them over five years for research activities performed in the United States and 15 years for research activities performed outside the United States pursuant to IRC Section 174.

The Company files income tax returns in the United Kingdom, Ireland, the U.S. federal jurisdiction and various state jurisdictions. The Company's 2018 through 2023 tax years remain subject to examination. Carryforward attributes from prior years may be adjusted upon examination by tax authorities if they are used in an open period.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
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-Name Accounting Standards Codification
-Section 55
-Paragraph 231
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-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Paragraph 12C
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Fair value measurements and the fair value option - Schedule of Changes in the fair value resulting from changes in the instrument-specific credit risk (Detail) $ in Thousands	12 Months Ended
	Jun. 30, 2024 USD ($)
Fair Value Disclosures [Abstract]
Balance at the beginning of the year	$ 11,948
Change due to payment of principal and interest	(6,161)
Fair value adjustments	(305)
Change in credit risk	2,972
FX Impact	36
Balance at June 30, 2024	$ 8,490

Income taxes - Summary of Company's Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Deferred tax assets:
Net operating losses	$ 45,962	$ 37,740
Capitalized research and development costs	3,907	2,826
Research and development licenses	2,352	2,814
Share-based compensation	2,758	1,327
Accrued expenses	46	964
Mark-to-market securities	384	256
Lease liabilities	14	55
Other	97	73
Valuation allowances	(55,438)	(45,602)
Total deferred tax assets	82	453
Deferred tax liabilities:
Depreciation	(66)	(386)
Mark-to-market securities	0	0
Right-of-use assets	0	(51)
Unrealized foreign exchange loss	(16)	(16)
Total deferred tax liabilities	(82)	(453)
Net deferred tax	$ 0	$ 0

Share-based compensation - Summary of Stock Option Pricing Model Assumption (Detail)	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 years 3 months 18 days	6 years 1 month 6 days
Expected volatility	75.00%	66.90%
Risk-free rate	4.30%	3.20%
Dividend yield	0.00%	0.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
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+ Details

Fair value measurements and the fair value option - Additional Information (Detail) - Verici Dx Limited [Member] - USD ($) $ in Millions	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Owned share of VericiDx	8,831,682	9,831,681
Equity method investments fair value disclosure	$ 0.7	$ 1.5

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net Income (Loss)	$ (33,456)	$ (45,607)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	364	508
Impairment loss on property, equipment and other long-lived assets	723	0
Stock-based compensation	1,710	2,932
Equity in losses of affiliate	0	9
Reduction of Kantaro liability	0	(55)
Fair value adjustment to VericiDx investment	505	1,282
Unrealized foreign exchange gain	0	(1,008)
Realized loss on sale of ordinary shares in VericiDx	135	0
Realized foreign exchange gain	(132)	0
Fair value adjustment to convertible debt, net interest paid	3,502	1,999
Non cash lease expense	67	106
Changes in operating assets and liabilities:
Accounts receivable	54	125
Prepaid expenses and other current assets	798	1,299
Receivable from affiliates	0	75
Accounts payable	106	80
Accounts payable - related party	(433)	368
Accrued expenses and other current liabilities	(3,419)	3,397
Accrued expenses - related party	(635)	451
Deferred revenue	0	(46)
Net cash used in operating activities	(30,111)	(34,085)
Cash flows from investing activities:
Purchase of equipment	(4)	0
Net cash used in investing activities	(4)	0
Cash flows from financing activities:
Payment of convertible notes principal	(1,660)	(3,180)
Proceeds from issuance of ordinary shares in Private Placement	13,533	20,296
Payment of offering costs	(1,716)	(991)
Proceeds from the issuance of ordinary shares under employee share purchase plan	93	261
Net cash provided by financing activities	10,250	16,386
Effect of exchange rate changes on cash	(137)	1,048
Net decrease in cash and cash equivalents	(20,002)	(16,651)
Cash and cash equivalents, beginning of year	24,682	41,333
Cash and cash equivalents, end of year	4,680	24,682
Supplemental noncash investing and financing activities:
Noncash lease liabilities arising from obtaining right-of-use assets	0	265
Cash paid for interest on convertible debt	249	0
Issuance of shares for debt repayment	$ (5,008)	$ 0

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (33,456)	$ (45,607)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Property and equipment, net and intangibles (Tables)

12 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property Plant and Equipment

Property and equipment consists of the following:


(in thousands)	June 30, 2024			June 30, 2023
Lab equipment	$	388		$	1,142
Office equipment		127			124
Office furniture		—			35
Leasehold improvements		—			576
Total		515			1,877
Less accumulated depreciation		(299	)		(850	)
	$	216		$	1,027

Schedule of Intangible Assets

Software consists of:


(in thousands)	June 30, 2024			June 30, 2023
Software	$	1,527		$	1,526
Less accumulated amortization		(658	)		(476	)
	$	869		$	1,050

Schedule of Expected Amortization Expense for the Next Five Years and Thereafter

As of June 30, 2024, the expected amortization expense for the next five years and thereafter is as follows:


(in thousands)
2025	$	181
2026		142
2027		126
2028		126
Thereafter		294
	$	869

Fair value measurements and the fair value option (Tables)

12 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Assets Measured on Recurring Basis

The following fair value hierarchy table presents information about the Company’s assets measured at fair value on a recurring basis:


	Fair value measurement at
	reporting date using
(in thousands)	(Level 1)		(Level 2)		(Level 3)
June 30, 2024
Assets:
Equity Securities	$	698	$	—	$	—
Liabilities:
Convertible notes	$	—	$	—	$	8,490
June 30, 2023
Assets:
Equity Securities	$	1,460	$	—	$	—
Liabilities:
Convertible notes	$	—	$	—	$	11,948

Schedule of Changes in the fair value resulting from changes in the instrument-specific credit risk

Changes in the fair value resulting from changes in the instrument-specific credit risk are presented separately in other comprehensive income.


(in thousands)	June 30, 2024
Balance at the beginning of the year	$	11,948
Change due to payment of principal and interest		(6,161	)
Fair value adjustments		(305	)
Change in credit risk		2,972
FX Impact		36
Balance at June 30, 2024	$	8,490

Property and equipment, net and intangibles

12 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

Property and equipment, net and intangibles

6. Property and equipment, net and intangibles

Property and equipment consists of the following:


(in thousands)	June 30, 2024			June 30, 2023
Lab equipment	$	388		$	1,142
Office equipment		127			124
Office furniture		—			35
Leasehold improvements		—			576
Total		515			1,877
Less accumulated depreciation		(299	)		(850	)
	$	216		$	1,027

Depreciation expense was $0.2 million and $0.3 million for the years ended June 30, 2024 and 2023, respectively.

Software consists of:


(in thousands)	June 30, 2024			June 30, 2023
Software	$	1,527		$	1,526
Less accumulated amortization		(658	)		(476	)
	$	869		$	1,050

As of June 30, 2024 and 2023, there was $0.9 million and $1.1 million, respectively, of unamortized costs of software development and purchased software. Amortization expense related to capitalized software development costs was $0.1 million and $0.2 million for the years ended June 30, 2024 and 2023, respectively, and was expensed within cost of revenue in the consolidated statements of operations and comprehensive loss.

As of June 30, 2024, the expected amortization expense for the next five years and thereafter is as follows:


(in thousands)
2025	$	181
2026		142
2027		126
2028		126
Thereafter		294
	$	869

Related-party transactions - Additional Information (Detail) $ in Millions		12 Months Ended
	Mar. 12, 2024 USD ($)	Jun. 30, 2024 USD ($) shares	Jun. 30, 2023 USD ($) shares	Mar. 12, 2024 £ / shares shares
Related Party Transaction [Line Items]
Common stock shares issued		154,368,191	93,781,478
Private Placement [Member]
Related Party Transaction [Line Items]
Common stock shares issued				46,801,872
Shares issued price per share \| £ / shares				£ 0.2
Gross Cash Proceeds \| $	$ 12.0
Private Placement [Member] \| Maximum [Member]
Related Party Transaction [Line Items]
Common stock shares issued				46,801,872
Ekf Diagnostics [Member]
Related Party Transaction [Line Items]
Related party transaction expenses \| $		$ 0.0	$ 0.1
Icahn School of Medicine at Mount Sinai [Member]
Related Party Transaction [Line Items]
Related party transaction expenses \| $		3.9	3.3
Amount due to related party \| $		$ 2.3	$ 3.4
Icahn School of Medicine at Mount Sinai [Member] \| Private Placement [Member]
Related Party Transaction [Line Items]
Shares issued price per share \| £ / shares				£ 0.2
Ordinary shares subscribed				9,360,374
Christopher Mills [Member] \| Private Placement [Member]
Related Party Transaction [Line Items]
Shares issued price per share \| £ / shares				£ 0.2
Ordinary shares subscribed				4,000,000

Commitments and contingencies - Additional Information (Detail) - SafeHarborPlan [Member] - USD ($) $ in Millions	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Defined benefit contribution percentage	5.00%
Defined benefit contribution amount	$ 0.5	$ 0.4
Maximum [Member]
Defined benefit contribution percentage	6.00%

Revenue

12 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenue

4. Revenue

Testing services revenue

Each individual test is a performance obligation that is satisfied at a point in time upon completion of the testing process (when results are reported), which is when control passes to the customer and revenue is recognized. During the years ended June 30, 2024 and 2023, the Company recognized $2.1 million and $3.1 million, respectively, of testing services revenue. Sales tax and other similar taxes are excluded from revenue.

Pharmaceutical services revenue

Pharmaceutical services revenue is generated from the provision of analytical services to customers. Contracts with customers generally include an initial upfront payment and additional payments upon achieving performance milestones. The Company uses the present right to payment principle and customer acceptance as indicators to determine the transfer of control to the customer, which may occur at a point in time or over time depending on the individual contract terms. Sales tax and other similar taxes are excluded from revenue.

During the years ended June 30, 2024 and 2023, the Company recognized $0.14 million and $0.3 million, respectively, of pharmaceutical services revenue where performance obligations are satisfied at a point in time.

Deferred revenue

Deferred revenue represents the allocated transaction price to the material right which will be recognized as revenue when the renewal options are exercised which is expected to occur over the next six months.

The following table summarizes the changes in deferred revenue:


(in thousands)	June 30, 2024		June 30, 2023
Balance, beginning of period	$	—	$	46
Deferral of revenue		—		—
Revenue recognized		—		(46	)
Balance, end of period	$	—	$	—

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

+ Details

Shareholders' equity

12 Months Ended

Jun. 30, 2024

Stockholders' Equity Note [Abstract]

Shareholders' equity

12. Shareholders’ equity

Ordinary shares

As of June 30, 2024, the Company had 161,842,057 ordinary shares authorized on a fully diluted basis. Each share entitles the holder to one vote on all matters submitted to a vote of the Company’s shareholders. Ordinary shareholders are entitled to receive dividends as may be declared by the Board of Directors. From inception through June 30, 2024, no cash dividends have been declared or paid.

Private Placement

On March 12, 2024, the Company entered into a Placing Agreement (the “Placing Agreement”) with Stifel Nicolaus Europe Limited (the “Bookrunner” or “Stifel”), pursuant to which the Company agreed to allot and issue new ordinary shares (the “Placing Shares”) to certain investors (the “Placees”) in an unregistered offering (the “Private Placement”), up to an aggregate of 46,801,872 ordinary shares. On March 12, 2024, the Company announced that it successfully placed 46,801,872 ordinary shares with both UK and U.S. institutional investors, at a price of £0.20 per ordinary share, raising aggregate gross proceeds of approximately $12 million for the Company.

The Private Placement consisted of two tranches. The Company agreed to allot and issue in the first tranche of the Private Placement 19,986,031 Placing Shares at a placing price of £0.20 per Placing Share (the “First Tranche”). The First Tranche closed on March 14, 2024 raising aggregate gross proceeds of approximately $5 million for the Company.

In addition, the Company agreed to allot and issue in the second tranche of the Private Placement 26,815,841 Placing Shares at a placing price of £0.20 per Placing Share (the “Second Tranche”). The closing of the Second Tranche of the Private Placement was conditioned upon receipt of Shareholder Approval (as defined below) (the “Second Closing Trigger”).

Pursuant to the Placing Agreement, the Company agreed to hold a meeting of its shareholders (the “General Meeting”) to seek approval to give the Company’s directors authority to allot and issue the Placing Shares to be issued and sold in the Second Tranche of the Private Placement, to disapply statutory pre-emption rights in respect of such authority, and to seek approval under the Nasdaq rules (collectively, “Shareholder Approval”). The General Meeting was held on April 22, 2024, during which the Company received the requisite Shareholder Approval. The Second Tranche closed on April 24, 2024. Refer to footnote 15 for more information about the Private Placement.

On April 5, 2024, we entered into a securities purchase agreement (the “DB Capital Purchase Agreement”) with an institutional investor pursuant to which we agreed to issue and sell in a registered direct offering (the “Registered Direct Offering”) 2,666,667 ordinary shares, nominal value £0.0025 per share. Pursuant to the DB Capital Purchase Agreement, we also granted the investor an option to purchase up to 7,811,696 additional ordinary shares at the offering price of $0.375 per share. The purchase price of each ordinary share is $0.375. On April 18, 2024, the investor partially exercised the option to purchase 1,333,334 ordinary shares. The gross proceeds to the Company from the Registered Direct Offering were approximately $1.5 million, before deducting offering expenses payable by the Company. The shares were offered by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-274733) that was filed with the SEC on September 28, 2023 and became effective on October 6, 2023, including the base prospectus contained therein, and a related prospectus supplement dated as of April 5, 2024 filed with the SEC.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

Net loss per ordinary share - Schedule of Potentially Dilutive Securities (Details) - shares	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the computation of earnings per share	10,746,515	10,450,114
Stock options to purchase ordinary shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the computation of earnings per share	7,473,866	4,968,576
Restricted stock units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the computation of earnings per share	7,930	40,340
Conversion of convertible note [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the computation of earnings per share	3,264,719	5,441,198

Share-based compensation - Summary of Total Stock-based Compensation Expenses (Detail) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 1,710	$ 2,936
Research and Development [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	312	312
General and Administrative [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	1,390	2,612
Cost of Revenue [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 8	$ 12

Commitments and contingencies (Tables)

12 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of Commitments and Contingencies

The future minimum payments for noncancelable leases with terms in excess of one year as of June 30, 2024 are payable as follows:


(in thousands)
2024	$	46
2025		—
2026		—
Total minimum lease payments		46
Less amounts representing interest		(1	)
Present value of lease liabilities	$	45

Income taxes (Tables)

12 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

Summary of Operations Before Income Taxes

Loss from operations before income taxes was comprised of the following (in thousands):


	Twelve Months Ended June 30,
	2024			2023
United Kingdom and other	$	(12,501	)	$	(712	)
United States		(20,951	)		(44,894	)
	$	(33,452	)	$	(45,606	)

Summary of Income Tax Benefit From Continuing Operations As Reflected in the Financial Statement

A reconciliation of income tax benefit from continuing operations as reflected in the financial statements is as follows:


	Twelve Months Ended June 30,
	2024				2023
U.K tax benefit at statutory rate		(25.0	)	%		(20.5	)	%
State taxes, net of federal benefit		(4.4	)			(10.4	)
Permanent differences		0.7				0.9
Research and development		—				—
Change in valuation allowance		28.4				31.2
Foreign rate differential		3.9				(1.1	)
Deferred only		(4.3	)			—
Rate change		0.9				—
Other		(0.2	)			(0.1	)
Effective tax rate		0.0		%		0.0		%

Summary of Company's Deferred Tax Assets and Liabilities

The principal components of the Company’s deferred tax assets and liabilities were as follows (in thousands):


	Twelve Months Ended June 30,
	2024			2023
Deferred tax assets:
Net operating losses		45,962		$	37,740
Capitalized research and development costs		3,907			2,826
Research and development licenses		2,352			2,814
Share-based compensation		2,758			1,327
Accrued expenses	46				964
Mark-to-market securities	384				256
Lease liabilities	14				55
Other	97				73
Valuation allowances		(55,438	)		(45,602	)
Total deferred tax assets		82			453
Deferred tax liabilities:
Depreciation		(66	)		(386	)
Mark-to-market securities	—				—
Right-of-use assets	—				(51	)
Unrealized foreign exchange loss		(16	)		(16	)
Total deferred tax liabilities		(82	)		(453	)
Net deferred tax	$	—		$	—

Summary of Company's Net Operating Loss Carryforwards

The Company’s net operating loss carryforwards (“NOL”) for U.K., U.S. federal and U.S. state income tax purposes consisted of the following (in thousands):


	Twelve Months Ended June 30,
	2024		2023
United Kingdom	$	38,384	$	26,569
U.S. Federal		116,768		98,555
U.S. State and Local		202,300		177,306

Property and equipment, net and intangibles - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Depreciation Expense	$ 0.2	$ 0.3
Unamortized costs of software development and purchased software	0.9	1.1
Amortization expense related to Capitalized software costs	$ 0.1	$ 0.2

Share-based compensation - Summary of Restricted Stock Units (Detail) - Restricted Stock Units [Member]	12 Months Ended
	Jun. 30, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Number of restricted stock units, Beginning Blance \| shares	40,340
Number of restricted stock units, Granted \| shares	0
Number of restricted stock units, Vested \| shares	(21,290)
Number of restricted stock units, Forfeited \| shares	(11,120)
Number of restricted stock units, Ending balnce \| shares	7,930
Weighted-average Grant Date Fair Value
Weighted-average grant date fair value, Beginning balance \| $ / shares	$ 1.72
Weighted-average grant date fair value, Granted \| $ / shares	0
Weighted-average grant date fair value, Vested \| $ / shares	2.24
Weighted-average grant date fair value, Forfeited \| $ / shares	1.69
Weighted-average grant date fair value, Ending Balance \| $ / shares	$ 1.33

Convertible Notes - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended					12 Months Ended
	Oct. 17, 2023	Apr. 07, 2022	Apr. 05, 2022	Apr. 30, 2024	Dec. 31, 2023	Oct. 31, 2023	Jul. 31, 2023	Apr. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Apr. 07, 2023	Mar. 31, 2023	Feb. 09, 2023
Debt Instrument [Line Items]
Debt Instrument, face Amount		$ 16,900	$ 21,200						$ 8,500
Senior convertible bond par value percentage			85.00%
Conversion price per share			$ 7.25								$ 7.7924	$ 6.8757	$ 8.2508
Convertible bonds, conversion price percentage			20.00%
Reset down term one			12 months
Reset down term two			24 months
Reset down term three			36 months
Repayment of deferred amortization percentage			100.00%
Amount of cash amortization payment				$ 1,300	$ 1,300	$ 1,300	$ 1,400
Principal of amount of cash amortization				1,100	1,100	1,100	1,100
Amount of cash amortization, interest payment				$ 200	200	$ 200	300
Principal amount outstanding of cash amortization									12,700	$ 18,000
Proceeds from notes payable		$ 18,000
Debt instrument, interest rate, effective percentage			5.50%
Accelerated amount of cash amortization repayment							$ 1,100
Cash payment of amortization					$ 600
Fair value adjustment to convertible debt									$ 3,751	3,107
Ordinary Shares [Member]
Debt Instrument [Line Items]
Amount of share amortization payment	150,000				2,500,000			3,636,162
Minimum [Member]
Debt Instrument [Line Items]
Percentage of beneficial ownership									9.99%
Percentage of principal amount of bond holders									50.00%
American Depository Shares [Member]
Debt Instrument [Line Items]
Conversion price per share			$ 8.7
Accelerated repayment of cash amortization, shares						2,335,388	526,211
Amount of share amortization payment						1,092,694
Instrument Specific Credit Risk [Member]
Debt Instrument [Line Items]
Fair value adjustment to convertible debt									$ 300	300
Non Instrument Specific Credit Risk [Member]
Debt Instrument [Line Items]
Fair value adjustment to convertible debt									$ 3,800	$ 3,100

Fair value measurements and the fair value option

12 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Fair value measurements and the fair value option

5. Fair value measurements and the fair value option

Assets and liabilities recorded at fair value on a recurring basis in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

•

Level 1—Quoted prices (unadjusted in active markets for identical assets or liabilities)

•

Level 2—Inputs other than quoted prices in active markets that are observable either directly or indirectly

•

Level 3—Unobservable inputs in which there is little or no market data, which require the Company to develop its own assumptions

This hierarchy requires the use of observable market data when available and to minimize the use of unobservable inputs when determining fair value. The following fair value hierarchy table presents information about the Company’s assets measured at fair value on a recurring basis:


	Fair value measurement at
	reporting date using
(in thousands)	(Level 1)		(Level 2)		(Level 3)
June 30, 2024
Assets:
Equity Securities	$	698	$	—	$	—
Liabilities:
Convertible notes	$	—	$	—	$	8,490
June 30, 2023
Assets:
Equity Securities	$	1,460	$	—	$	—
Liabilities:
Convertible notes	$	—	$	—	$	11,948

The Company accounts for its ownership of VericiDx securities at fair value in accordance with ASC 321, Investments-Equity Securities, with changes in fair value recorded in earnings as the fair value of VericiDx's ordinary shares is readily determinable via the London Stock Exchange. As of June 30, 2024 and 2023, the Company owns 8,831,682 and 9,831,681 shares of VericiDx, respectively. Based on closing stock price of VericiDx, the fair value of the investment in VericiDx was $0.7 million and $1.5 million at June 30, 2024 and 2023, respectively.

As further described in Note 8, in April 2022 the Company issued convertible promissory notes (the “Notes”) to various investors. The fair value option, as prescribed by ASC 815, Derivatives and Hedging, was elected and applied in connection with the preparation of these consolidated financial statements. The fair value of the Notes is determined using a scenario-based analysis that estimates the fair value based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes available to the noteholders.

The Company adjusts the carrying value of the Notes to their estimated fair value at each reporting date, with qualifying increases or decreases in the fair value recorded as change in fair value of convertible promissory notes in the statements of operations and comprehensive loss. Changes in the fair value resulting from changes in the instrument-specific credit risk are presented separately in other comprehensive income.


(in thousands)	June 30, 2024
Balance at the beginning of the year	$	11,948
Change due to payment of principal and interest		(6,161	)
Fair value adjustments		(305	)
Change in credit risk		2,972
FX Impact		36
Balance at June 30, 2024	$	8,490

Non-financial assets and liabilities

The Company’s non-financial assets, which primarily consist of property and equipment, are not required to be measured at fair value on a recurring basis, and instead are reported at carrying value in its consolidated balance sheets. However, on a periodic basis or whenever events or changes in circumstances indicate that they may not be fully recoverable, the respective carrying values of non-financial assets are assessed for impairment and, if ultimately considered impaired, are adjusted and written down to their fair value, as estimated based on consideration of external market participant assumptions.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
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-Name Accounting Standards Codification
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-Paragraph 107
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+ Details

Revenue - Summarizes the Changes in Deferred Revenue (Detail) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Revenue Recognition and Deferred Revenue [Abstract]
Balance, beginning of period	$ 0	$ 46
Deferral of revenue	0	0
Revenue recognized	0	(46)
Balance, end of period	$ 0	$ 0

Net loss per ordinary share (Tables)

12 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Schedule of Potentially Dilutive Securities

The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of ordinary shares outstanding as they would be anti-dilutive:


	Twelve Months Ended June 30,
	2024		2023
Stock options to purchase ordinary shares		7,473,866		4,968,576
Restricted stock units		7,930		40,340
Conversion of convertible note		3,264,719		5,441,198
		10,746,515		10,450,114

Income taxes - Summary of Company's Net Operating Loss Carryforwards (Detail) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
United Kingdom
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 38,384	$ 26,569
U.S. Federal [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	116,768	98,555
U.S. State and Local [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 202,300	$ 177,306

Related-party transactions

12 Months Ended

Jun. 30, 2024

Related-party transactions

15. Related-party transactions

EKF Diagnostic Holdings

During the years ended June 30, 2024 and 2023, the Company incurred expenses of $0 and $0.1 million, respectively, related to employees of EKF who provided services to Renalytix.

Icahn School of Medicine at Mount Sinai

In May 2018, the Company secured its cornerstone license agreement with ISMMS for research and clinical study work and intended commercialization by the Company (see Note 11). As part of the collaboration, ISMMS became a shareholder in the Company and has subsequently made equity investments both in the Company’s IPO on AIM in November 2018, the subsequent sale of ordinary shares in July 2019 and the Company’s IPO on Nasdaq in July 2020, and private placements in April 2022 and February 2023. As of June 30, 2024 and 2023, amounts due to ISMMS totaled $2.3 million and $3.4 million, respectively. During the years ended June 30, 2024 and 2023, the Company incurred expenses of $3.9 million and $3.3 million, respectively, related to its obligations under the ISMMS license agreement.

Private Placement

On March 12, 2024, the Company entered into the Placing Agreement with Stifel, pursuant to which the Company agreed to allot and issue the Placing Shares to the Placees in the Private Placement, up to an aggregate of 46,801,872 ordinary shares. On March 12,

2024, the Company announced that it successfully placed 46,801,872 ordinary shares with both UK and U.S. institutional investors, at a price of £0.20 per ordinary share, raising aggregate gross proceeds of approximately $12 million for the Company (see Note 12).

ISMMS subscribed for a total 9,360,374 ordinary shares at £0.20 per ordinary share in the Private Placement.

Christopher Mills, Non-Executive Chairman, and his related parties subscribed for a total of 4,000,000 ordinary shares at £0.20 per ordinary share in the Private Placement.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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+ Details

Revenue (Tables)

12 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Summarizes the Changes in Deferred Revenue

The following table summarizes the changes in deferred revenue:


(in thousands)	June 30, 2024		June 30, 2023
Balance, beginning of period	$	—	$	46
Deferral of revenue		—		—
Revenue recognized		—		(46	)
Balance, end of period	$	—	$	—

Income taxes - Additional Information (Detail) £ in Millions	12 Months Ended
	Jun. 30, 2024 GBP (£)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)
Income Tax Disclosure [Line Items]
Unrecognised tax benefits		$ 0	$ 0
Deferred tax assets increase decrease in valuation allowance		$ 9,800,000	$ 14,500,000
Net operating loss description	In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of 5-percent shareholders in the stock of a corporation by more than 50 percentage points over a three-year period.	In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of 5-percent shareholders in the stock of a corporation by more than 50 percentage points over a three-year period.
Research and development expenses amortization period		5 years
Threshold percentage set off of annual profits by operating loss carry forward	80.00%	80.00%
United Kingdom
Income Tax Disclosure [Line Items]
Research and development expenses amortization period		15 years
Threshold percentage set off of annual profits by operating loss carry forward	50.00%	50.00%
Threshold operating loss carry forward can be set off \| £	£ 5
State and Local Jurisdiction [Member]
Income Tax Disclosure [Line Items]
Operating carry forwards description of the expiry period	Certain state net operating loss carryforwards begin to expire in 2038.	Certain state net operating loss carryforwards begin to expire in 2038.	Certain state net operating loss carryforwards begin to expire in 2038.
Domestic And Foreign [Member]
Income Tax Disclosure [Line Items]
Operating carry forwards description of the expiry period	The UK and federal net operating loss carryforwards have no expiration dates.	The UK and federal net operating loss carryforwards have no expiration dates.	The UK and federal net operating loss carryforwards have no expiration dates.

Cover Page - USD ($)	12 Months Ended
Cover Page - USD ($)	Jun. 30, 2024	Sep. 16, 2024	Dec. 29, 2023
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Entity Registrant Name	Renalytix plc
Entity Central Index Key	0001811115
Current Fiscal Year End Date	--06-30
Entity Tax Identification Number	00-0000000
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Voluntary Filers	No
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Interactive Data Current	Yes
Document Financial Statement Error Correction [Flag]	false
Entity Common Stock, Shares Outstanding		165,925,513
Entity Address, Address Line One	2 Leman Street
Entity Address, City or Town	London
Entity Address, Postal Zip Code	E1W 9US
Entity Address, Country	GB
Document Annual Report	true
Document Transition Report	false
Securities Act File Number	001-39387
No Trading Symbol Flag	true
Title of 12(b) Security	Ordinary shares, nominal value £0.0025 per share
Security Exchange Name	NASDAQ
Entity Incorporation, State or Country Code	X0
City Area Code	20
Local Phone Number	3139 2910
ICFR Auditor Attestation Flag	false
Auditor Name	CohnReznick
Auditor Location	Iselin, New Jersey
Entity Public Float			$ 24,705,142
Auditor Firm ID	42
American Depositary Shares [Member]
Document Information [Line Items]
Trading Symbol	RNLX
Title of 12(b) Security	American Depositary Shares, each representing two ordinary shares, nominal value £0.0025 per share
Security Exchange Name	NASDAQ

Income taxes - Summary of Operations Before Income Taxes (Detail) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
United Kingdom and other	$ (12,501)	$ (712)
United States	(20,951)	(44,894)
Total	$ (33,452)	$ (45,606)

- Definition

Amount of income (loss) from continuing operations before deduction of income tax expense (benefit) and income (loss) attributable to noncontrolling interest, and addition of income (loss) from equity method investments.

+ References + Details