0001193125-20-289263 | 20-F/A | XBRL Viewer

Cover Page	12 Months Ended
Cover Page	Jun. 30, 2020 shares
Document Information [Line Items]
Document Type	20-F/A
Amendment Flag	true
Document Period End Date	Jun. 30, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity Registrant Name	Renalytix AI plc
Entity Central Index Key	0001811115
Current Fiscal Year End Date	--06-30
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 Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Interactive Data Current	Yes
Entity Common Stock, Shares Outstanding	59,416,134
Entity Address, Address Line One	Avon House 19 Stanwell Road
Entity Address, City or Town	Penarth
Entity Address, Country	GB
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-39387
Document Shell Company Report	false
Document Registration Statement	false
Trading Symbol	RNLX
Title of 12(b) Security	Ordinary shares, nominal value £0.0025 per share
Security Exchange Name	NASDAQ
Amendment Description	This Amendment No. 1 (“Amendment No. 1”) to the Annual Report on Form 20-F of Renalytix AI plc for the fiscal year ended June 30, 2020 (the “2020 Annual Report”), which was originally filed with the U.S. Securities and Exchange Commission on October 28, 2020, is being filed solely to furnish Exhibit 101 in accordance with Rule 405 of Regulation S-T. Exhibit 101, which contains interactive data files in eXtensible Business Reporting Language (XBRL), was omitted from the 2020 Annual Report in accordance with the 30-day grace period provided under Rule 405(a)(2)(ii) of Regulation S-T. Except as described above, this Amendment No. 1 speaks as of the original filing date of the 2020 Annual Report and does not amend, update or restate any information set forth in the 2020 Annual Report or reflect any events that occurred subsequent to the original filing date of the 2020 Annual Report.
Business Contact [Member]
Document Information [Line Items]
Entity Address, Address Line One	Avon House 19 Stanwell Road
Entity Address, City or Town	Penarth
Entity Address, Country	GB
Contact Personnel Name	James McCullough Chief Executive Officer
City Area Code	20
Local Phone Number	3139 2910
American Depositary Shares [Member]
Document Information [Line Items]
No Trading Symbol Flag	true
Title of 12(b) Security	American Depositary Shares, each representing two ordinary shares, nominal value £0.0025 per share
Security Exchange Name	NASDAQ

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2018
Current assets:
Cash and cash equivalents	$ 13,293	$ 8,201	$ 82
Short-term investments	982	994
Prepaid expenses and other current assets	551	227	33
Receivable from affiliate	18
Total current assets	14,844	9,422	115
Property and equipment, net	1,655	278
Deferred offering costs	2,364
Investment in affiliate	1,937
Note receivable from affiliate	83
Total assets	20,833	9,700	115
Current liabilities:
Accounts payable	2,218	317	10
Accrued expenses and other current liabilities	683	832	169
Note payable – current	120
Payable to affiliate - current	271
Note payable to EKF	0		438
Total current liabilities	3,292	1,149	617
Payable to affiliate - non-current	1,544
Note payable - noncurrent	135
Total liabilities	4,971	1,149	617
Commitments and contingencies (Note 7)
Shareholders' equity:
Ordinary shares, £0.0025 par value per share: 62,444,992 and 56,011,831 shares authorized at June 30, 2020 and June 30, 2019, respectively; 59,416,134, 53,816,134 and 20,000,000 shares issued and outstanding at June 30, 2020, 2019 and 2018, respectively	179	162	66
Additional paid-in capital	69,650	52,084
Accumulated other comprehensive loss	(1,200)	(822)	4
Accumulated deficit	(52,717)	(42,873)	(572)
Total shareholders' equity	15,912	8,551	(502)
Total liabilities and shareholders' equity	$ 20,833	$ 9,700	$ 115

CONSOLIDATED BALANCE SHEETS (Parenthetical) - £ / shares	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2018
Statement of Financial Position [Abstract]
Common stock par or stated value per share	£ 0.0025	£ 0.0025
Common stock shares authorized	62,444,992	56,011,831
Common stock shares issued	59,416,134	53,816,134	20,000,000
Common stock shares outstanding	59,416,134	53,816,134	20,000,000

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	4 Months Ended	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2020	Jun. 30, 2019
Operating expenses:
Acquired in-process research and development			$ 35,286
Research and development	$ 193	$ 4,565	4,316
General and administrative	374	5,750	2,737
Total operating expenses and loss from operations	(567)	(10,315)	(42,339)
Equity in losses of affiliate		(63)
Other income (expense), net	(5)	534	38
Net loss	(572)	(9,844)	(42,301)
Other comprehensive income (loss):
Foreign exchange translation adjustment	4	(378)	(826)
Total comprehensive loss	$ (568)	$ (10,222)	$ (43,127)
Net loss per ordinary share—basic and diluted	$ (0.03)	$ (0.17)	$ (0.99)
Weighted average ordinary shares—basic and diluted	20,000,000	59,079,522	42,561,600

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' (DEFICIT) EQUITY - USD ($) $ in Thousands	Total	IPO [Member]	Secondary Offer [Member]	Joslin License [Member]	Common Stock [Member]	Common Stock [Member] IPO [Member]	Common Stock [Member] Secondary Offer [Member]	Common Stock [Member] Joslin License [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] IPO [Member]	Additional Paid-in Capital [Member] Secondary Offer [Member]	Additional Paid-in Capital [Member] Joslin License [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Accumulated Deficit [Member]
Beginning balance at Mar. 14, 2018
Beginning balance, Shares at Mar. 14, 2018
Issuance of ordinary shares upon formation	66				$ 66
Issuance of ordinary shares upon formation (Shares)					20,000,000
Currency translation adjustments	4												4
Net loss	(572)													(572)
Ending balance at Jun. 30, 2018	(502)				$ 66								4	(572)
Ending balance, shares at Jun. 30, 2018					20,000,000
Ordinary shares issued to acquire Joslin license				$ 24,286				$ 49				$ 24,237
Ordinary shares issued to acquire Joslin license (Shares)				15,427,704				15,427,704
Sale of ordinary shares, net of offering costs (Value)		$ 27,369				$ 47				$ 27,322
Sale of ordinary shares, net of offering costs (Shares)						18,388,430
Share-based compensation expense	525								525
Currency translation adjustments	(826)												(826)
Net loss	(42,301)													(42,301)
Ending balance at Jun. 30, 2019	8,551				$ 162				52,084				(822)	(42,873)
Ending balance, shares at Jun. 30, 2019					53,816,134
Sale of ordinary shares, net of offering costs (Value)			$ 16,424				$ 17				$ 16,407
Sale of ordinary shares, net of offering costs (Shares)							5,600,000
Share-based compensation expense	1,159								1,159
Currency translation adjustments	(378)												(378)
Net loss	(9,844)													(9,844)
Ending balance at Jun. 30, 2020	$ 15,912				$ 179				$ 69,650				$ (1,200)	$ (52,717)
Ending balance, shares at Jun. 30, 2020					59,416,134

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' (DEFICIT) EQUITY (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
IPO [Member]
Payment of stock issuance costs		$ 1,742
Secondary Offer [Member]
Payment of stock issuance costs	$ 842

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	4 Months Ended	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2020	Jun. 30, 2019
Cash flows from operating activities:
Net loss	$ (572)	$ (9,844)	$ (42,301)
Adjustments to reconcile net loss to net cash used in operating activities
Non-cash in-process research and development charge			35,286
Depreciation		70	31
Share-based compensation		1,159	525
Realized gain on short-term investments		(128)	(24)
Equity losses in affiliate		63
Unrealized foreign exchange gain		(213)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(35)	(325)	(197)
Related party receivable		(18)
Accounts payable	10	355	303
Accrued expenses and other current liabilities	170	(456)	221
Payable to affiliate		(185)
Net cash used in operating activities	(427)	(9,522)	(6,156)
Cash flows from investing activities:
Note receivable – affiliate	0	(83)
Purchases of property and equipment		(804)	(309)
Software development costs		(427)
Purchase of short-term investments		(21,260)	(4,970)
Proceeds from short-term investments		21,400	4,000
Acquired in-process research and development			(11,021)
Net cash used in investing activities		(1,174)	(12,300)
Cash flows from financing activities:
Gross proceeds from the issuance of ordinary shares	66	17,276	29,111
Payment of offering costs		(1,593)	(1,292)
Proceeds from related-party notes	442		633
Proceeds from PPP Loan		255
Repayment of related-party notes			(1,069)
Net cash provided by financing activities	508	15,938	27,383
Effect of exchange rate changes on cash	1	(150)	(808)
Net increase in cash and cash equivalents	82	5,092	8,119
Cash and cash equivalents, beginning of year		8,201	82
Cash and cash equivalents, end of year	$ 82	13,293	8,201
Supplemental disclosure of cashflow information:
Cash paid for interest			21
Supplemental noncash financing activities:
Ordinary shares issued to acquire Joslin license			24,286
Financing costs in accounts payable and accrued expenses		1,630	$ 450
Software development costs in accounts payable and accrued expenses		177
Purchases of property and equipment in accounts payable.		56
Fair value of services exchanged for equity method investment of which services are recorded as the payable to affiliate		$ 2,000

Business and risks

12 Months Ended

Jun. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Business and risks

1. Business and risks

Renalytix AI plc and its wholly-owned subsidiaries, Renalytix AI, Inc. and Verici Dx Limited (collectively, RenalytixAI, or the Company) 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. KidneyIntelX has already been granted a Current Procedural Terminology, or CPT, code, national Medicare pricing and a positive coverage determination from a regional, private

physician-led

health insurance payor. Further, it has been granted breakthrough device designation from the Food and Drug Administration, or FDA.

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. To date, the Company has not generated any revenue from the sales of KidneyIntelX tests. The Company has funded its operations primarily through equity financings.

In April 2020, the Company created a wholly-owned subsidiary, Verici Dx Limited (“Verici Dx”), after evaluating its plans for its FractalDx technology,

in-licensed

from Mount Sinai in late 2018. In May 2020, the Company transferred the

in-licensed

FractalDx technology and associated assets to Verici Dx in exchange for $2.0 million, which was satisfied by the issuance of convertible loan notes of Verici Dx to the Company, which notes will be either repaid or converted into equity upon Verici Dx completing an offering and admission of its shares to trading on AIM or another recognized stock exchange. The reduction of capital necessary to implement this transaction was approved by the Company’s shareholders at a general meeting held on May 15, 2020 and confirmed by the High Court in England and Wales on June 9, 2020. Prior to completion of a possible admission to AIM or an equivalent financing transaction, and the establishment of an independent Verici board of directors and independent management team, the Company retains control of Verici Dx and as a result of its level of control, Verici Dx continues to be included in the Company’s consolidated financial statements and notes thereto.

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.

Going Concern

12 Months Ended

Jun. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

2. Going Concern

On November 6, 2018, the Company sold 18.4 million ordinary shares in its initial public offering, or IPO, at $1.57 per share resulting in net proceeds of approximately $27.4 million and its ordinary shares were admitted to trading on the AIM.

In July 2019, the Company sold 5.6 million of its ordinary shares to several new and existing investors in exchange for $16.4 million of net cash proceeds. In July 2020, the Company closed an initial public offering (IPO) on Nasdaq Global Market, in which they issued and sold 12.6 million ordinary shares which converted into 6.3 million American depository shares at a public offering price of $13.50 per share. In addition, the Company completed a concurrent private placement in Europe and other countries outside of the United States of 30,000 ordinary shares at a price of £5.37 per ordinary share (at an exchange rate of GBP:USD 1:1.2563). The Company received net proceeds of approximately $76.1 million as a result of the offering. The Company has incurred recurring losses and negative cash flows from operations since inception and had an accumulated deficit of $52.7 million as of June 30, 2020.

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. Management believes its cash, cash equivalents and short-term investments as of June 30, 2020, and the proceeds from the initial public offering in July 2020, are sufficient to fund the projected operations for at least the next twelve months from the issuance date of these financial statements. Substantial additional capital will be needed by the Company to fund its 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, the Company 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.

Basis of presentation and summary of significant accounting policies

12 Months Ended

Jun. 30, 2020

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 Updates (ASU) of the Financial Accounting Standards Board (FASB).

Principles of consolidation

The consolidated financial statements include the accounts of Renalytix AI plc and its wholly-owned subsidiaries, Renalytix AI, Inc and Verici Dx Limited. All inter-company balances and transactions have been eliminated in consolidation.

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, the value of consideration for the acquired

in-process

research and development and in recording the prepaid/accrual, and associated expense, for research and development activities performed for the Company by third parties.

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 translation

The Company’s consolidated financial statements are presented in U.S. dollars, the reporting currency of the Company. The functional currency of Renalytix AI plc and Verici Dx Limited is GB Pounds. The functional currency Renalytix AI, Inc. is the U.S. dollar. Assets and liabilities of Renaltyix AI plc and Verici Dx Limited are translated at the rate of exchange at

year-end,

while the statements of operations 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 income (loss).

Concentrations of credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. Periodically, the Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company deposits its cash 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. At June 30, 2020, 2019 and 2018, all of the Company’s cash was held at two accredited financial institutions.

Fair value of financial instruments

At June 30, 2020, 2019 and 2018, the Company’s financial instruments included prepaid expenses and other current assets, accounts payable and other current liabilities. The carrying amounts of these assets and liabilities approximates fair value due to their short-term nature.

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, 2020, the Company had a cash balance of $12.8 million and cash equivalents consisting of $0.5 million held in a money market account. As of June 30, 2019, the Company had a cash balance of $7.2 million and cash equivalents consisting of $1.0 million held in U.S. Treasury Bills.

Short-term investments

Short-term investments consist of debt securities with a maturity date greater than three months when acquired. The Company classifies its short-term investments at the time of purchase as

available-for-sale

securities.

Available-for-sale

securities are carried at fair value. Unrealized gains or losses on

available-for-sale

securities are reported in accumulated other comprehensive income (loss), a component of the shareholders’ (deficit) equity, until realized. Short-term investments at June 30, 2020 and 2019 consisted of U.S. Treasury Bills with a fair value of $1.0 million. Unrealized gains (losses) were de minimis as their maturity date was 91 days from original purchase.

Equity method investment

In May 2020, the Company and the Icahn School of Medicine at Mount Sinai (ISMMS or 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 partnered with

Bio-Techne

Corporation to develop and launch the new test which are designed for use in any authorized clinical testing laboratory without the need for proprietary equipment.

When the Company can exert significant influence over, but do not control, the investee’s operations, through voting rights or representation on the investee’s board of directors, the Company accounts for the investment using the equity method of accounting. The Company records its share in the investee’s earnings and losses in the consolidated statement of operations. The Company assesses its investment for other-than-temporary impairment when events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable and recognize an impairment loss to adjust the investment to its then-current fair value.

Deferred offering costs

The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with

in-process

common equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of additional

paid-in

capital generated as a result of such offering. Should an

in-process

equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations and comprehensive loss. As of June 30, 2020, the company had deferred offering costs of $2.4 million related to the initial public offering (IPO) on the Nasdaq Global Market which was completed in July 2020 (see Note 14).

Property and equipment

Property and equipment are recorded at cost and consist of lab and office equipment. 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.

Impairment of long-lived assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated. Impairment charges are recognized at the amount by which the carrying amount of an asset exceeds the fair value of the asset. The Company has not recognized any impairment of long-lived assets for the years ended June 30, 2020 and 2019 and for the period from March 15, 2018 (inception) through June 20, 2018.

Software development costs

The Company follows the provisions of ASC 985,

Software,

which requires software development costs for software to 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 amortized over its estimated useful life. Technological feasibility is established upon the completion of a working model that has been validated. As of June 30, 2020, there was $0.6 million of capitalized software development costs which will begin to amortize once development is completed. As of June 30, 2019, and 2018, there were no software development costs capitalized as technological feasibility had not been established.

Acquired

in-process

research and development expenses

Acquired

in-process

research and development (IPR&D) expense consists of the initial

up-front

payments incurred in connection with the acquisition or licensing of products or technologies that do not meet the definition of a business under FASB ASC Topic 805,

Business Combinations

. The Company’s acquired IPR&D expense of $35.3 million during the year ended June 30, 2019, reflects the fair value of consideration ascribed to the licenses acquired from Mount Sinai (see Note 9) and the license transfer from EKF (see Note 9).

Research and development expenses

Research and development costs consist primarily of costs incurred in connection with the development of KidneyIntelX and other studies for KidneyIntelX to determine clinical value and performance in different chronic kidney disease populations. 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. Therefore, it 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’ (deficit) equity that result from transactions and economic events other than those with shareholders.

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, 2020 and 2019 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.

As of June 30, 2020, and 2019, there were 3,028,858 and 2,195,697 shares issuable upon exercise of outstanding options that were anti-dilutive and excluded from diluted loss per share for the year ended June 20, 2020 and 2019, respectively. There were no potentially dilutive securities outstanding at June 30, 2018.

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 adopted accounting pronouncements

In August 2016, the FASB issued ASU

No. 2016-15,

Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments

. ASU

No. 2016-15

addresses eight specific cash flow issues with the objective of reducing diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The new standard is effective for fiscal years beginning July 1, 2019, and interim periods within those years. The Company adopted this guidance on July 1, 2019, and it did not have a material impact to its consolidated statement of cash flows.

Recently issued accounting pronouncements

In February 2016, the FASB issued ASU

2016-02,

Leases (Topic 842)

, in order to increase transparency and comparability among organizations by, among other provisions, recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous U.S. GAAP. For public companies, ASU

2016-02

is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach and early adoption is permitted. In transition, entities may also elect a package of practical expedients that must be applied in its entirety to all leases commencing before the adoption date, unless the lease is modified, and permits entities to not reassess (a) the existence of a lease, (b) the lease classification or (c) the determination of initial direct costs, as of the adoption date, which effectively allows entities to carryforward accounting conclusions under previous U.S. GAAP. In July 2018, the FASB issued ASU

2018-11,

Leases (Topic 842): Targeted Improvements

, which provides entities an optional transition method to apply the guidance under Topic 842 as of the adoption date, rather than as of the earliest period presented. In June 2020, the FASB issued ASU No

2020-05

that further delayed the effective date of Topic 842 to fiscal years beginning July 1, 2022, and interim periods within those years. The Company is currently evaluating the impact of adopting this guidance to its consolidated financial statements.

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 new guidance will be effective for the Company on July 1, 2020. The Company is currently evaluating the impact of adopting this guidance to its consolidated financial statements.

Fair value

12 Months Ended

Jun. 30, 2020

Fair Value Disclosures [Abstract]

Fair value

4. Fair value

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 Company has classified cash equivalents and short-term investments at June 30, 2020 and 2019, which were comprised of U.S. Treasury Bills and measured at fair value on a recurring basis, as Level 1.

- 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 + Details

Property and equipment

12 Months Ended

Jun. 30, 2020

Property, Plant and Equipment [Abstract]

Property and equipment

5. Property and equipment

Property and equipment consists of the following at June 30, 2020, 2019 and 2018 (in thousands):


	June 30,
	2020			2019			2018
Lab equipment	$	862		$	309		$	—
Software		744			—			—
Office equipment		31			—			—
Office furniture		10			—			—
Construction in process		113			—			—

Total		1,760			309			—
Less accumulated depreciation		(105	)		(31	)		—

	$	1,655		$	278		$	—

Depreciation expense was $74,000 and $31,000 for the years ended June 30, 2020 and 2019, respectively. Capitalized software development costs will begin to amortize once development is completed.

Accrued expenses and other current liabilities

12 Months Ended

Jun. 30, 2020

Accounts Payable and Accrued Liabilities, Current [Abstract]

Accrued expenses and other current liabilities

6. Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consisted of (in thousands):


	June 30,
	2020		2019		2018
Consulting and professional fees	$	567	$	719	$	160
Research and development		80		—		—
Payroll and related benefits		24		28		—
Other		12		85		9

	$	683	$	832	$	169

Debt

12 Months Ended

Jun. 30, 2020

Debt Disclosure [Abstract]

Debt

7. Debt

Paycheck Protection Program

On April 29, 2020, the Company, entered into an original loan agreement with Fortis Private Bank as the lender (“Lender”) for a loan in an aggregate principal amount of $255,000 (the “Loan”) pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security (CARES) Act and implemented by the U.S. Small Business Administration. The Loan matures in two years and bears interest at a rate of 1% per year, with all payments deferred through the

six-month

anniversary of the date of the Loan. Principal and interest are payable monthly commencing on October 29, 2020 and may be prepaid by the Company at any time prior to maturity without penalty. The Company may apply for forgiveness of amounts due under the Loan, with the amount of potential loan forgiveness to be calculated in accordance with the requirements of the PPP based on payroll costs, any mortgage interest payments, any covered rent payments and any covered utilities payments during the

8-24

week period after the origination date of the Loan. The Company utilized the proceeds of the Loan for payroll and other qualifying expenses, but there can be no assurances that any portion of the Loan will be forgiven.

At June 30, 2020, the outstanding principal balance of the Loan is $255,000, of which $120,000 is payable in 2021 and $135,000 is payable in 2022. The fair value of the Loan as of June 30, 2020 is $242,000, which is determined based on a discounted cash flow model using an estimated market rate of interest of 4.75%, which is classified as a Level 3 fair value measurement.

Commitments and contingencies

12 Months Ended

Jun. 30, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and contingencies

8. Commitments and contingencies

Leases

In June 2018, the Company entered into an office lease and, in February 2019, the Company entered into a lease for laboratory testing facilities and offices. Each lease is located in New York City and are

month-to-month

leasing arrangements. Additionally, in February 2019, the Company entered into a lease for an apartment used by executives for traveling requirements. The apartment was located in New York and expired in October 2019. On October 31, 2019, the Company entered into a lease agreement that established a commercial laboratory operation in Salt Lake City, Utah. The lease has a term of five years and is the first long-term lease entered into by the Company. Rent expense for all leases was $0.5 million and $0.2 million for the years ended June 30, 2020 and 2019, respectively and $9,000 for the period from March 15, 2018 (inception) through June 30, 2018.

The future minimum payments are as follows (in thousands):


2021	$	205
2022		83
2023		83
2024		83
2025		28

	$	482

Employment agreements

The Company has entered into employment agreements with certain key executives providing for compensation and severance in certain circumstances, as set forth 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 (as defined by the plan). The Company paid $67,000 and $14,000 in contributions for the year ended June 30, 2020 and 2019, respectively. The Company did not make contributions to the plan for the period from March 15, 2018 (inception) through June 30, 2018.

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.

License agreements

12 Months Ended

Jun. 30, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

License agreements

9. License 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. A license issuance fee of $10.0 million was contingent upon the Company’s completion of an IPO and upon payment, was recorded as acquired

in-process

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. Furthermore, we agreed to carry out and fund a clinical utility study for KidneyIntelX at a cost to be determined upon approval of the study protocol by the IRB.

As part of the ISMMS SRA, the Company has agreed to fund several research projects to further develop the ISMMS Technology. The Company incurred approximately $0.2 million and $0.2 million in research and development expenses under the ISMMS SRA for the year ended June 30, 2020 and 2019, respectively.

Mount Sinai license agreement for FractalDx

On December 21, 2018, the Company entered into an exclusive license agreement (the ISMMS FractalDx License Agreement) with ISMMS. Under the terms of the ISMMS FractalDx License Agreement, ISMMS granted the Company (i) an exclusive license, with

sub-license

rights, 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. An

up-front

license fee of $1.0 million was paid and recorded as acquired

in-process

research and development expense during the year ended June 30, 2019 on the Company’s consolidated statements of operations and comprehensive loss. The Company accounted for this transaction as an asset acquisition as substantially all of the value acquired by the Company consisted of a single asset with no alternative future use. The patent reimbursement fees of approximately $0.3 million were also paid and expensed as general and administrative expenses during the year ended June 30, 2019. The Company is obligated to pay Mount Sinai $0.3 million upon receipt of certain regulatory clearance and approval, $0.3 million upon receipt of U.S. CMS reimbursement code or PAMA reimbursement approval. In addition, the Company is obligated to pay Mount Sinai $1.0 million and $4.0 million in commercial milestone payments upon achieving worldwide net sales of FractalDx of $50.0 million and $250.0 million, respectively. The Company is also obligated to pay Mount Sinai a 6% to 8% royalty on net sales of FractalDx, subject to customary reductions. Moreover, the Company is obligated to pay Mount Sinai between 15% and 70% of any consideration received from a sublicensee.

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. The Company is also subject to an annual license maintenance fee of $25,000 in calendar year 2020 and 2021, $50,000 in calendar year 2022 and 2023, $0.1 million in calendar years 2024 through 2027, and $0.2 million for calendar year 2028 and beyond.

Joslin diabetes center agreement

In October 2018, the Company purchased a worldwide exclusive license agreement with Joslin (the Joslin Agreement) that was previously entered into with 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). The Company issued 15,427,704 ordinary shares as consideration for total noncash consideration of $24.3 million. Given the timing of the assignment of license to the Company’s IPO on AIM, the estimated fair value of the ordinary shares issued was $1.57 per share. The noncash consideration was expensed as acquired

in-process

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 in commercial milestone payments 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 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.

Shareholders' (deficit) equity

12 Months Ended

Jun. 30, 2020

Stockholders' Equity Note [Abstract]

Shareholders' (deficit) equity

10. Shareholders’ (deficit) equity

Ordinary shares

As of June 30, 2020, the Company had 62,444,992 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, 2020, no cash dividends have been declared or paid.

Share-based compensation

12 Months Ended

Jun. 30, 2020

Share-based Payment Arrangement [Abstract]

Share-based compensation

11. Share-based compensation

In November 2018, Company established the Renalytix AI plc Share Option Plan (the Plan) and a U.S.

Sub-Plan

and

Non-Employee

Sub-Plan.

The 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, 2020, there were 2,352,755 shares available for future issuance under the Plan.

The Plan 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.

The options granted as of June 30, 2020 vest equally over twelve quarters following the grant date, with the exception of 80,724 options which vested immediately when granted and 145,000 options which vest 25% on the one year anniversary and equally over twelve quarters following the one year anniversary. 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 year ended June 30, 2020 and 2019 (in thousands):


	Year ended June 30,
	2020		2019
Research and development	$	568	$	322
General and administrative		591		203

	$	1,159	$	525

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, 2020 and 2019 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 (SAB) 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, 2020 and 2019, 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:


	Year ended June 30,
	2020			2019
Expected term (in years)		5.7			5.8
Expected volatility		63.7	%		66.9	%
Risk-free rate		1.7	%		3.1	%
Dividend yield		—	%		—	%

The weighted average fair value of the options granted during the year ended June 30, 2020 and 2019 was $2.09 and $0.97 per share, respectively.

The following table summarizes the stock option granted to employees and nonemployees for the year ended June 30, 2020:


	Number of shares under option plan		Weighted- average exercise price per option		Weighted- average remaining contractual life (in years)
Outstanding at June 30, 2018		—	$	—
Granted		2,195,697	$	1.57

Outstanding at June 30, 2019		2,195,697	$	1.57		9.4
Granted		833,161	$	2.95

Outstanding at June 30, 2020		3,028,858	$	1.95		8.6

Exercisable at June 30, 2020		1,367,598	$	1.76		8.5

Vested and expected to vest at June 30, 2020		3,028,858	$	1.95		8.6

As of June 30, 2020, there was $2.1 million in unrecognized compensation cost related to unvested options that will be recognized as expense over a weighted average period of 1.51 years. The aggregate intrinsic value of options outstanding and options exercisable at June 30, 2020 was $10.2 million and $4.8 million, respectively.

Income taxes

12 Months Ended

Jun. 30, 2020

Income Tax Disclosure [Abstract]

Income taxes

12. Income taxes

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


	Year ended June 30, 2020			Year ended June 30, 2019			From March 15, 2018 (inception) through June 30, 2018
United Kingdom	$	(1,898	)	$	(37,803	)	$	(118	)
United States		(7,946	)		(4,498	)		(454	)

	$	(9,844	)	$	(42,301	)	$	(572	)

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.

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


	Year ended June 30, 2020			Year ended June 30, 2019			From March 15, 2018 (inception) through June 30, 2018
U.K. tax benefit at statutory rate		(19.0	)%		(19.0	)%		(19.0	)%
State taxes, net of federal benefit		(6.6	)		(1.2	)		(9.1	)
Permanent differences		1.6			8.0			0.1
Research and development		0.0			0.0			0.0
Change in valuation allowance		25.0			11.4			29.2
Other		(1.0	)		0.7			(1.2	)

Effective tax rate		0.0	%		0.0	%		0.0	%

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


	June 30,
	2020			2019			2018
Deferred tax assets:
Net operating losses	$	4,296		$	1,832		$	163
Research and development licenses		2,550			2,831			—
Development costs		418			301			—
Share-based compensation		198			88			—
Other		0			6			3
Valuation allowances		(7,331	)		(5,000	)		(166	)

Total deferred tax assets		131			58			—

Deferred tax liabilities:
Depreciation		(91	)		(58	)		—
Other		(40	)		—			—

Total deferred tax liabilities		(131	)		(58	)		—

Net deferred tax	$	—		$	—			—

The Company does not have unrecognized tax benefits as of June 30, 2020, 2019 or 2018. 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):


	June 30,
	2020		2019		2018
United Kingdom	$	3,640	$	1,667	$	97
U.S. Federal		11,817		4,770		452
U.S. State and Local		21,520		9,540		905

The U.K. and U.S. federal net operating loss carryforwards have no expiration. 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, 2020, June 30, 2019 and June 30, 2018 because of the uncertainty of their realization. The valuation allowance increased by $2.3 million for the year ended June 30, 2020, by $4.8 million for the year ended June 30, 2019, and by $0.2 million for the period from March 15, 2018 (inception) through June 30, 2018.

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 occur previously or 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 files income tax returns in the United Kingdom, the U.S. federal jurisdiction and various U.S. state jurisdictions. The Company’s filed 2019 and 2018 tax returns remain subject to examination.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Related-party transactions

12 Months Ended

Jun. 30, 2020

Related-party transactions

13. Related-party transactions

EKF Diagnostic Holdings

As discussed in Note 9, in October 2018, the Company purchased a worldwide exclusive license agreement with Joslin, that was previously entered into with EKF in July 2017, in exchange for the issuance of 15,427,704 of the Company’s ordinary shares.

EKF provided short-term loans to the Company in the form of notes payable. During the period from March 15, 2018 (inception) through June 30, 2018 and for the year ended June 30, 2019, the Company borrowed $0.4 million and $0.6 million, respectively. The notes bore interest at an annual rate of 5% and the Company recognized $5,000 and $16,000 of interest expense during the period from March 15, 2018 (inception) through June 30, 2018 and for the year ended June 30, 2019. All outstanding principal and accrued interest of $1.0 million and $21,000, respectively, was repaid in November 2018 upon consummation of the Company’s IPO. During the years ended June 30, 2020 and 2019, the Company paid fees 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 9). As part of the collaboration, ISMMS became a shareholder in the Company and has subsequently made equity investments both in the Company’s IPO in November 2018 and the subsequent sale of ordinary shares in July 2019. Additionally, in December 2018, the Company executed its option with ISMMS for the FractalDx license, which grants rights to technology and patents relating to a series of potential diagnostics and prognostics in the field of kidney transplant and rejection. During the year ended June 30, 2020, the Company incurred approximately $0.2 million of expenses related to research and development activities under the ISMMS SRA and an annual license maintenance fee for FractalDx. In addition, the Company incurred approximately $0.1 million of expenses related to board and consulting fees.

Renwick Capital, LLC

Prior to the Company’s IPO on AIM in November 2018, the Company’s Chief Executive Officer and Chief Financial Officer provided their respective services through a consulting agreement between the Company and Renwick Capital, LLC. During the year ended June 20, 2019, and for the period from March 15, 2018 (inception) through June 30, 2019 the Company incurred consulting services of $0.2 million and $0.1 million, respectively. Upon consummation of the Company’s IPO, the Chief Executive Officer and Chief Financial Officer became employee of the Company and the consulting agreement with Renwick Capital, LLC as terminated.

Kantaro Biosciences LLC

In connection with the formation of Kantaro, the Company entered into a five-year Advisory Services Agreement (“Advisory Agreement”) pursuant to which the Company has agreed to provide certain advisory services to Kantaro.

Pursuant to the Kantaro Operating Agreement, Kantaro issued 750 Class A Units to Mount Sinai in exchange for Mount Sinai granting licenses to Kantaro under certain intellectual property rights of Mount Sinai and 250 Class A Units to the Company as the sole consideration for the services to be rendered by the Company under the Advisory Agreement. A portion of the Company’s units are subject to forfeiture if, prior to December 31, 2020, Kantaro terminates the Advisory Agreement as a result of an uncured material breach of the Advisory Agreement or in the event the Company is acquired by a hospital or health system that serves all or any portion of the service areas served by Mount Sinai. The Company determined the fair value of the services to be provided under the Advisory Agreement was $2.0 million and the fair value of the Class A units received from Kantaro was $2.0 million. Fair value was determined using discounted cash flows which is a Level 3 measurement in the fair value hierarchy. The method requires several judgments and assumptions which include discount rates and future cash flows, among others. As of June 30, 2020, the total liability associated with the services was $1.8 million of which $0.3 million is classified as a current liability and $1.5 million is classified as a non-current liability.

In addition to the equity granted at formation, the Company and Mount Sinai each committed to making a loan to Kantaro. Mount Sinai committed to lend an initial amount of $0.3 million and an additional $0.5 million thereafter. The Company committed to lend an initial amount of $83,333 and an additional $166,667 thereafter. Each loan bears interest at a per annum rate equal to 0.25%, compounded monthly, until repaid, and is repayable from the first amounts that would otherwise constitute cash available for distribution to the members of Kantaro (provided that each loan repayment will be made, 75% to Mount Sinai and 25% to the Company based on each investor’s proportionate ownership). The Company loaned Kantaro $83,333 and had a note receivable for this amount at June 30, 2020. In addition, the Company recognized losses of $63,139 on their investment in Kantaro during the year ended June 30, 2020.

Subsequent events

12 Months Ended

Jun. 30, 2020

Subsequent Events [Abstract]

Subsequent events

14. Subsequent events

The Company has evaluated subsequent events from the balance sheet date through the date at which the consolidated financial statements were available to be issued, and determined there are no other items requiring disclosure beyond those disclosed below.

In July 2020, the Company closed an initial public offering (IPO) on the Nasdaq Global Market, in which they issued and sold 12,583,500 ordinary shares which converted into 6,291,750 American depository shares at a public offering price of $13.50 per share. In addition, the Company completed a concurrent private placement in Europe and other countries outside of the United States of 30,000 ordinary shares at a price of £5.37 per ordinary share (at an exchange rate of GBP:USD 1:1.2563). The Company received net proceeds of approximately $76.1 million as a result of the offering.

In July 2020 the Company’s Board of Directors convened and declared a distribution in specie of shares in Verici to trustees on trust for the Company’s shareholders. As a result, Verici’s share capital has been

re-designated

into 59,416,134 A Shares of £0.001 each and 1 golden share of £0.001 (the “Golden Share”). The Golden Share will be the only voting share in the capital of Verici and will be retained by the Company. The Company’s shareholders on the register as at close of business on July 9, 2020 will receive one A Share in Verici for every 1 ordinary share held in the Company. As a result of the Company’s level of control, Verici will continue to be consolidated in the Company’s consolidated financial statements.

In July 2020, we entered into a statement of work, or the AZ SOW, with AstraZeneca Pharmaceuticals LP, or AZ, in advance of entering into a more comprehensive master services agreement. Pursuant to the AZ SOW, we will conduct a feasibility study to determine the impact of the use of our KidneyIntelX platform to optimize utilization of various CKD agents and a randomized trial of our KidneyIntelX platform and our care management software versus routine clinical care to improve uptake and adherence of certain CKD agent. Additionally, AZ has agreed to pay us up to $1.0 million if certain milestones are achieved. The agreement will terminate upon completion of the activities under the AZ SOW.

Basis of presentation and summary of significant accounting policies (Policies)

12 Months Ended

Jun. 30, 2020

Accounting Policies [Abstract]

Principles of consolidation

Use of estimates

in-process

research and development and in recording the prepaid/accrual, and associated expense, for research and development activities performed for the Company by third parties.

Segment information

Foreign currency translation

year-end,

Concentrations of credit risk

Fair value of financial instruments

Cash and cash equivalents

Short-term investments

Short-term investments consist of debt securities with a maturity date greater than three months when acquired. The Company classifies its short-term investments at the time of purchase as

available-for-sale

securities.

Available-for-sale

securities are carried at fair value. Unrealized gains or losses on

available-for-sale

Equity method investment

SARS-CoV-2

originally developed by Mount Sinai. Kantaro has partnered with

Bio-Techne

Corporation to develop and launch the new test which are designed for use in any authorized clinical testing laboratory without the need for proprietary equipment.

Deferred offering costs

The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with

in-process

common equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of additional

paid-in

capital generated as a result of such offering. Should an

in-process

Property and equipment

Impairment of long-lived assets

Software development costs

The Company follows the provisions of ASC 985,

Software,

Acquired in-process research and development expenses

Acquired

in-process

research and development expenses

Acquired

in-process

research and development (IPR&D) expense consists of the initial

up-front

payments incurred in connection with the acquisition or licensing of products or technologies that do not meet the definition of a business under FASB ASC Topic 805,

Business Combinations

Research and development expenses

Share-based compensation

Income taxes

Income taxes are accounted for under the asset and liability method as required by FASB ASC Topic 740,

Income Taxes

(ASC 740)

FASB ASC Subtopic

740-10,

Accounting for

Uncertainty of Income Taxes

(ASC

740-10)

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’ (deficit) equity that result from transactions and economic events other than those with shareholders.

Net loss per ordinary share

Emerging growth company

Recently adopted accounting pronouncements

In August 2016, the FASB issued ASU

No. 2016-15,

Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments

. ASU

No. 2016-15

Recently issued accounting pronouncements

In February 2016, the FASB issued ASU

2016-02,

Leases (Topic 842)

2016-02

2018-11,

Leases (Topic 842): Targeted Improvements

2020-05

In June 2016, the FASB issued ASU

2016-13,

Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments

Property and equipment (Tables)

12 Months Ended

Jun. 30, 2020

Property, Plant and Equipment [Abstract]

Schedule of Property Plant and Equipment

Property and equipment consists of the following at June 30, 2020, 2019 and 2018 (in thousands):


	June 30,
	2020			2019			2018
Lab equipment	$	862		$	309		$	—
Software		744			—			—
Office equipment		31			—			—
Office furniture		10			—			—
Construction in process		113			—			—

Total		1,760			309			—
Less accumulated depreciation		(105	)		(31	)		—

	$	1,655		$	278		$	—

Accrued expenses and other current liabilities (Tables)

12 Months Ended

Jun. 30, 2020

Accounts Payable and Accrued Liabilities, Current [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of (in thousands):


	June 30,
	2020		2019		2018
Consulting and professional fees	$	567	$	719	$	160
Research and development		80		—		—
Payroll and related benefits		24		28		—
Other		12		85		9

	$	683	$	832	$	169

Commitments and contingencies (Tables)

12 Months Ended

Jun. 30, 2020

Commitments and Contingencies Disclosure [Abstract]

Schedule of Commitments and Contingencies

The future minimum payments are as follows (in thousands):


2021	$	205
2022		83
2023		83
2024		83
2025		28

	$	482

Share-based compensation (Tables)

12 Months Ended

Jun. 30, 2020

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 year ended June 30, 2020 and 2019 (in thousands):


	Year ended June 30,
	2020		2019
Research and development	$	568	$	322
General and administrative		591		203

	$	1,159	$	525

Summary of stock Option Pricing Model Assumption


	Year ended June 30,
	2020			2019
Expected term (in years)		5.7			5.8
Expected volatility		63.7	%		66.9	%
Risk-free rate		1.7	%		3.1	%
Dividend yield		—	%		—	%

Summary of option activity

The following table summarizes the stock option granted to employees and nonemployees for the year ended June 30, 2020:


	Number of shares under option plan		Weighted- average exercise price per option		Weighted- average remaining contractual life (in years)
Outstanding at June 30, 2018		—	$	—
Granted		2,195,697	$	1.57

Outstanding at June 30, 2019		2,195,697	$	1.57		9.4
Granted		833,161	$	2.95

Outstanding at June 30, 2020		3,028,858	$	1.95		8.6

Exercisable at June 30, 2020		1,367,598	$	1.76		8.5

Vested and expected to vest at June 30, 2020		3,028,858	$	1.95		8.6

Income taxes (Tables)

12 Months Ended

Jun. 30, 2020

Income Tax Disclosure [Abstract]

Summary of Operations Before Income Taxes

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


	Year ended June 30, 2020			Year ended June 30, 2019			From March 15, 2018 (inception) through June 30, 2018
United Kingdom	$	(1,898	)	$	(37,803	)	$	(118	)
United States		(7,946	)		(4,498	)		(454	)

	$	(9,844	)	$	(42,301	)	$	(572	)

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:


	Year ended June 30, 2020			Year ended June 30, 2019			From March 15, 2018 (inception) through June 30, 2018
U.K. tax benefit at statutory rate		(19.0	)%		(19.0	)%		(19.0	)%
State taxes, net of federal benefit		(6.6	)		(1.2	)		(9.1	)
Permanent differences		1.6			8.0			0.1
Research and development		0.0			0.0			0.0
Change in valuation allowance		25.0			11.4			29.2
Other		(1.0	)		0.7			(1.2	)

Effective tax rate		0.0	%		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):


	June 30,
	2020			2019			2018
Deferred tax assets:
Net operating losses	$	4,296		$	1,832		$	163
Research and development licenses		2,550			2,831			—
Development costs		418			301			—
Share-based compensation		198			88			—
Other		0			6			3
Valuation allowances		(7,331	)		(5,000	)		(166	)

Total deferred tax assets		131			58			—

Deferred tax liabilities:
Depreciation		(91	)		(58	)		—
Other		(40	)		—			—

Total deferred tax liabilities		(131	)		(58	)		—

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):


	June 30,
	2020		2019		2018
United Kingdom	$	3,640	$	1,667	$	97
U.S. Federal		11,817		4,770		452
U.S. State and Local		21,520		9,540		905

Business and risks - Additional Information (Detail) - USD ($) $ in Thousands		12 Months Ended
	May 31, 2020	Jun. 30, 2020
Nature Of Operations [Line Items]
Fair value of services exchanged for equity method investment		$ 2,000
Fractal Dx Technology [Member] \| Verci DX [Member]
Nature Of Operations [Line Items]
Fair value of services exchanged for equity method investment	$ 2,000

Going Concern - Additional Information (Detail) $ / shares in Units, $ in Thousands		1 Months Ended	4 Months Ended	12 Months Ended
	Nov. 06, 2018 $ / shares shares	Jul. 31, 2020 USD ($) $ / shares shares	Jun. 30, 2018 USD ($)	Jun. 30, 2020 USD ($) shares	Jun. 30, 2019 USD ($) shares	Jul. 31, 2020 £ / shares
Going Concern [Line Items]
Gross proceeds from the issuance of ordinary shares \| $			$ 66	$ 17,276	$ 29,111
Exchange rate		0.796				0.796
Retained earnings surplus deficit \| $			$ (572)	$ (52,717)	$ (42,873)
Private Placement [Member] \| Subsequent Event [Member] \| GBP
Going Concern [Line Items]
Exchange rate		0.796				0.796
Common Stock [Member] \| Secondary Offer [Member]
Going Concern [Line Items]
Stock shares issued during the period shares				5,600,000
Gross proceeds from the issuance of ordinary shares \| $				$ 16,400
Common Stock [Member] \| Private Placement [Member] \| Subsequent Event [Member]
Going Concern [Line Items]
Stock shares issued during the period shares		30,000
Sale of stock issue price per share \| £ / shares						£ 5.37
Gross proceeds from the issuance of ordinary shares \| $		$ 76,100
Common Stock [Member] \| IPO [Member]
Going Concern [Line Items]
Stock shares issued during the period shares					18,388,430
XMAI \| Common Stock [Member] \| IPO [Member]
Going Concern [Line Items]
Stock shares issued during the period shares	18,400,000
Sale of stock issue price per share \| $ / shares	$ 1.57
Gross proceeds from the issuance of ordinary shares \| $					$ 27,400
XNMS \| IPO [Member] \| ADR [Member]
Going Concern [Line Items]
Shares converted to ADR		6,291,750
Sale of stock issue price per share \| $ / shares		$ 13.50
XNMS \| IPO [Member] \| Subsequent Event [Member] \| ADR [Member]
Going Concern [Line Items]
Shares converted to ADR		6,300,000
Sale of stock issue price per share \| $ / shares		$ 13.50
XNMS \| Common Stock [Member] \| IPO [Member] \| Subsequent Event [Member]
Going Concern [Line Items]
Stock shares issued during the period shares		12,583,500

Basis of presentation and summary of significant accounting policies- Additional Information (Detail) - USD ($) $ in Thousands	4 Months Ended	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2020	Jun. 30, 2019
Accounting Policies [Line Items]
Cash current		$ 12,800	$ 7,200
Cash equivalents current	$ 82	13,293	8,201
Deferred offering costs non current		2,364
Impairment of long lived assets	0	0	0
Software development costs capitalised	$ 0	$ 600	0
Acquired in process research and development expenses			$ 35,286
Share-based Payment Arrangement, Option [Member]
Accounting Policies [Line Items]
Antidilutive securities excluded from the computation of earnings per share		3,028,858	2,195,697
US Treasury Securities [Member]
Accounting Policies [Line Items]
Cash equivalents current			$ 1,000
US Treasury Securities [Member] \| Short-term Investments [Member]
Accounting Policies [Line Items]
Short term investments at fair value		$ 1,000	$ 1,000
Money Market Funds [Member]
Accounting Policies [Line Items]
Cash equivalents current		$ 500

Property and equipment - Schedule of Property Plant and Equipment (Detail) - USD ($) $ in Thousands	Jun. 30, 2020	Jun. 30, 2019	Nov. 06, 2018
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 1,760	$ 309	$ 0
Less accumulated depreciation	(105)	(31)	0
Property, plant and equipment, net	1,655	278	0
Lab equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	862	309	0
Software [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	744	0	0
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	31	0	0
Office Furniture [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	10	0	0
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 113	$ 0	$ 0

Property and equipment - Additional Information (Detail) - USD ($)	12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Depreciation Expense	$ 74,000	$ 31,000

Accrued expenses and other current liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2018
Consulting and professional fees	$ 567	$ 719	$ 160
Research and development	80
Payroll and related benefits	24	28
Other	12	85	9
Accrued expenses and other current liabilities	$ 683	$ 832	$ 169

Debt - Additional Information (Detail) - USD ($)	2 Months Ended	12 Months Ended
Debt - Additional Information (Detail) - USD ($)	Jun. 30, 2020	Jun. 30, 2020	Apr. 29, 2020
Debt Instrument [Line Items]
Proceeds from long term debt others		$ 255,000
Long term loan others current portion	$ 120,000	120,000
Long term loan others non current portion	$ 135,000	$ 135,000
Measurement Input, Discount Rate [Member]
Debt Instrument [Line Items]
Debt measurement input	475	475
Loan Under Coronavirus Relief Aid And Economic Security Act [Member] \| Fortis Private Bank [Member]
Debt Instrument [Line Items]
Debt instrument face value			$ 255,000
Proceeds from long term debt others		$ 255,000
Long term debt stated interest rate	1.00%	1.00%
Long term debt term	2 years	2 years
Long term debt terms of payment	Principal and interest are payable monthly commencing
Long term debt maturity start date	Oct. 29, 2020
Long term debt moratorium period	6 months
Notes payable to bank	$ 255,000	$ 255,000
Long term loan others current portion	120,000	120,000
Long term loan others non current portion	135,000	135,000
Loan Under Coronavirus Relief Aid And Economic Security Act [Member] \| Fortis Private Bank [Member] \| Fair Value, Inputs, Level 3 [Member]
Debt Instrument [Line Items]
Notes payable fair value	$ 242,000	$ 242,000
Loan Under Coronavirus Relief Aid And Economic Security Act [Member] \| Fortis Private Bank [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Forgiveness Application Period After Origination Date Of Loan	8 days
Loan Under Coronavirus Relief Aid And Economic Security Act [Member] \| Fortis Private Bank [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Forgiveness Application Period After Origination Date Of Loan	24 days

Commitments and contingencies - Schedule of Commitments and Contingencies (Detail) $ in Thousands	Jun. 30, 2020 USD ($)
2021	$ 205
2022	83
2023	83
2024	83
2025	28
Future Minimum Payments	$ 482

Commitments and contingencies - Additional Information (Detail) - USD ($)	4 Months Ended	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2020	Jun. 30, 2019
Rent expenses	$ 9,000	$ 500,000	$ 200,000
SafeHarborPlan [Member]
Defined benefit contribution percentage		5.00%
Defined benefit contribution amount	$ 0	$ 67,000	$ 14,000

License agreements - Additional Information (Detail) - USD ($)	4 Months Ended	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2020	Jun. 30, 2019
Disclosure Of License Agreements [Line Items]
Research and development acquired in process			$ 35,286,000
Research and development expenses	$ 193,000	$ 4,565,000	$ 4,316,000
Estimate of Fair Value Measurement [Member]
Disclosure Of License Agreements [Line Items]
Common stock fair value per share			$ 1.57
Ismms Fractal Dl License Agreement [Member]
Disclosure Of License Agreements [Line Items]
Patent reimbursement fees			$ 300,000
Annual license maintenance fees payable within one year		25,000
Annual license maintenance fees payable after one Year and within Two Years		50,000
Annual license maintenance fee payable after two years and within three years		50,000
Annual license maintenance fee payable after three years and within four years		50,000
Annual license maintenance fee payable after four years and within five years		100,000
Annual license maintenance fee payable after five years and within six years		100,000
Annual license maintenance fee payable after six years and within seven years		100,000
Annual license maintenance fee payable after seven years and within eight years		100,000
Annual License maintenance fee payable eight years and thereafter		$ 200,000
Joslin License [Member]
Disclosure Of License Agreements [Line Items]
Research and development acquired in process			$ 24,300,000
Royalty as a percentage of net sales		5.00%	5.00%
Stock issued during period shares purchase of assets			15,427,704
Stock issued during period value purchase of assets			$ 24,300,000
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
Payable Upon Receipt of Regulatory Clearance and Approval [Member] \| Ismms Fractal Dl License Agreement [Member]
Disclosure Of License Agreements [Line Items]
Other commitments		$ 300,000	$ 300,000
Payable Upon Receipt of Us Cms Reimbursement Code [Member] \| Ismms Fractal Dl License Agreement [Member]
Disclosure Of License Agreements [Line Items]
Other commitments		$ 300,000	300,000
General and Administrative Expense [Member] \| Ismms Fractal Dl License Agreement [Member]
Disclosure Of License Agreements [Line Items]
Research and development acquired in process			$ 1,000,000
Milestone Three [Member] \| Joslin License [Member]
Disclosure Of License Agreements [Line Items]
Percentage of obligation on sublicense consideration received		25.00%	25.00%
Milestone One [Member] \| Ismms Fractal Dl License Agreement [Member]
Disclosure Of License Agreements [Line Items]
Milestone payment payable		$ 1,000,000	$ 1,000,000
Milestone One [Member] \| Joslin License [Member]
Disclosure Of License Agreements [Line Items]
Milestone payment payable		300,000	300,000
Milestone One [Member] \| Fractal Dx [Member] \| Ismms Fractal Dl License Agreement [Member]
Disclosure Of License Agreements [Line Items]
Net sales		50,000,000	50,000,000
Milestone One [Member] \| Licensed Products [Member] \| Joslin License [Member]
Disclosure Of License Agreements [Line Items]
Net sales		2,000,000	2,000,000
Milestone Two [Member] \| Ismms Fractal Dl License Agreement [Member]
Disclosure Of License Agreements [Line Items]
Milestone payment payable		4,000,000	4,000,000
Milestone Two [Member] \| Joslin License [Member]
Disclosure Of License Agreements [Line Items]
Milestone payment payable		1,000,000	1,000,000
Milestone Two [Member] \| Fractal Dx [Member] \| Ismms Fractal Dl License Agreement [Member]
Disclosure Of License Agreements [Line Items]
Net sales		250,000,000	250,000,000
Milestone Two [Member] \| Licensed Products [Member] \| Joslin License [Member]
Disclosure Of License Agreements [Line Items]
Net sales		$ 10,000,000	$ 10,000,000
Maximum [Member] \| Ismms Fractal Dl License Agreement [Member]
Disclosure Of License Agreements [Line Items]
Royalty as a percentage of net sales		8.00%	8.00%
Expiration period from first commercial sale of product			12 years
Maximum [Member] \| Milestone Three [Member] \| Ismms Fractal Dl License Agreement [Member]
Disclosure Of License Agreements [Line Items]
Percentage of obligation on sublicense consideration received		70.00%	70.00%
Minimum [Member] \| Ismms Fractal Dl License Agreement [Member]
Disclosure Of License Agreements [Line Items]
Royalty as a percentage of net sales		6.00%	6.00%
Minimum [Member] \| Milestone Three [Member] \| Ismms Fractal Dl License Agreement [Member]
Disclosure Of License Agreements [Line Items]
Percentage of obligation on sublicense consideration received		15.00%	15.00%
Mount Sinai [Member] \| ISSMS And SRA [Member]
Disclosure Of License Agreements [Line Items]
Research and development acquired in process			$ 10,000,000
Research and development expenses		$ 200,000	200,000
Mount Sinai [Member] \| Milestone One [Member] \| ISSMS And SRA [Member]
Disclosure Of License Agreements [Line Items]
Milestone payment payable		1,500,000	1,500,000
Net sales		50,000,000	50,000,000
Mount Sinai [Member] \| Milestone Two [Member] \| ISSMS And SRA [Member]
Disclosure Of License Agreements [Line Items]
Milestone payment payable		7,500,000	7,500,000
Net sales		$ 300,000,000	$ 300,000,000
Mount Sinai [Member] \| Maximum [Member] \| ISSMS And SRA [Member]
Disclosure Of License Agreements [Line Items]
Royalty as a percentage of net sales		5.00%	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%	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%	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%	15.00%

Shareholders' (deficit) equity - Additional Information (Detail) - USD ($) $ in Thousands	Jun. 30, 2020	Jun. 30, 2019
Stockholders' Equity Note [Abstract]
Common stock shares authorized	62,444,992	56,011,831
Cash dividends	$ 0

Share-based compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Share based compensation weighted average fair value of the options granted	$ 2.95	$ 1.57
Renalytix AI plc Share Option Plan [Member]
Common stock reserved for future issuance	2,352,755
Share based Compensation options vested	80,724
Share based Compensation options granted	145,000
Share based Compensation options granted percentage	25.00%
Share based Payment terms of award description	The options granted as of June 30, 2020 vest equally over twelve quarters following the grant date, with the exception of 80,724 options which vested immediately when granted and 145,000 options which vest 25% on the one year anniversary and equally over twelve quarters following the one year anniversary.
Share based compensation weighted average fair value of the options granted	$ 2.09	$ 0.97
Unrecognized compensation expense related to stock options	$ 2.1
Unrecognized compensation expense related to stock options weighted average period	1 year 6 months 3 days
Share based compensation weighted aggregate intrinsic value of the options outstanding	$ 10.2
Share based compensation weighted aggregate intrinsic value of the options exercisable	$ 4.8

Share-based compensation - Summary of Total Stock-based Compensation Expenses (Detail) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
share-based compensation expense	$ 1,159	$ 525
Research and Development [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
share-based compensation expense	568	322
General and Administrative [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
share-based compensation expense	$ 591	$ 203

Share-based compensation - Summary of Stock Option Pricing Model Assumption (Detail)	12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	5 years 8 months 12 days	5 years 9 months 18 days
Expected volatility	63.70%	66.90%
Risk-free rate	1.70%	3.10%
Dividend yield	0.00%	0.00%

Share-based compensation - Summary of Option Activity (Detail) - $ / shares	12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Share-based Payment Arrangement [Abstract]
Number of shares under option plan, Beginning balance	2,195,697	0
Number of shares under option plan, Granted	833,161	2,195,697
Number of shares under option plan, Ending balance	3,028,858	2,195,697
Number of shares under option plan, Exercisable at June 30, 2020	1,367,598
Number of shares under option plan, Vested and expected to vest at June 30, 2020	3,028,858
Weighted-average exercise price per option, Beginning balance	$ 1.57	$ 0
Weighted-average exercise price per option, Granted	2.95	1.57
Weighted-average exercise price per option, Ending balance	1.95	$ 1.57
Weighted-average exercise price per option, Exercisable at June 30, 2020	1.76
Weighted- average exercise price per option Vested and expected to vest at June 30, 2020	$ 1.95
Weighted- Average Remaining Contractual Life (years)	8 years 7 months 6 days	9 years 4 months 24 days
Weighted- average remaining contractual life Exercisable at June 30, 2020	8 years 6 months
Weighted- average remaining contractual life Vested and expected to vest at June 30, 2020	8 years 7 months 6 days

Income taxes - Summary of Operations Before Income Taxes (Detail) - USD ($) $ in Thousands	4 Months Ended	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2020	Jun. 30, 2019
Income Tax Disclosure [Abstract]
United Kingdom	$ (118)	$ (1,898)	$ (37,803)
United States	(454)	(7,946)	(4,498)
Total	$ (572)	$ (9,844)	$ (42,301)

Income taxes - Additional Information (Detail) - USD ($)	4 Months Ended	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2020	Jun. 30, 2019
Income Tax Disclosure [Line Items]
Income tax expense benefit domestic	$ 0	$ 0	$ 0
Income tax expense benefit foreign	0	0	0
Unrecognised tax benefits	0	0	0
Deferred tax assets increase decrease in valuation allowance	$ 200,000	$ 2,300,000	$ 4,800,000
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.
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 U.K. and U.S. federal net operating loss carryforwards have no expiration.	The U.K. and U.S. federal net operating loss carryforwards have no expiration.	The U.K. and U.S. federal net operating loss carryforwards have no expiration.

Income taxes - Summary of Income Tax Benefit From Continuing Operations As Reflected in the Financial Statement (Detail)	4 Months Ended	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2020	Jun. 30, 2019
Income Tax Disclosure [Abstract]
U.K. tax benefit at statutory rate	(19.00%)	(19.00%)	(19.00%)
State taxes, net of federal benefit	(9.10%)	(6.60%)	(1.20%)
Permanent differences	0.10%	1.60%	8.00%
Research and development	0.00%	0.00%	0.00%
Change in valuation allowance	29.20%	25.00%	11.40%
Other	(1.20%)	(1.00%)	0.70%
Effective tax rate	0.00%	0.00%	0.00%

Income taxes - Summary of Company's Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2018
Deferred tax assets:
Net operating losses	$ 4,296	$ 1,832	$ 163
Research and development licenses	2,550	2,831	0
Development costs	418	301	0
Share-based compensation	198	88	0
Other	0	6	3
Valuation allowances	(7,331)	(5,000)	(166)
Total deferred tax assets	131	58	0
Deferred tax liabilities:
Depreciation	(91)	(58)	0
Other	(40)	0	0
Total deferred tax liabilities	(131)	(58)	0
Net deferred tax	$ 0	$ 0	$ 0

Income taxes - Summary of Company's Net Operating Loss Carryforwards (Detail) - USD ($) $ in Thousands	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2018
United Kingdom [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 3,640	$ 1,667	$ 97
U.S. Federal [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	11,817	4,770	452
U.S. State and Local [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 21,520	$ 9,540	$ 905

Related-party transactions - Additional Information (Detail) - USD ($)	4 Months Ended	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2020	Jun. 30, 2019
Related Party Transaction [Line Items]
Proceeds from related party debt	$ 442,000		$ 633,000
Repayment of related party debt			1,069,000
Due to affiliates current		$ 271,000
Due to affiliates non current		1,544,000
Payment towards advances to related parties	0	83,000
Equity method investment net income loss		$ (63,000)
Capital Unit, Class A [Member] \| Mount Sinai [Member]
Related Party Transaction [Line Items]
Equity method investment shares		750
Ekf Diagnostics [Member]
Related Party Transaction [Line Items]
Proceeds from related party debt	$ 400,000		$ 600,000
Related party transaction interest rate	5.00%		5.00%
Interest expenses related party transactions	$ 5,000		$ 16,000
Ekf Diagnostics [Member] \| Principal [Member]
Related Party Transaction [Line Items]
Repayment of related party debt			1,000,000
Ekf Diagnostics [Member] \| Interest [Member]
Related Party Transaction [Line Items]
Repayment of related party debt			21,000
Icahn School Of Medicine At Mount Shenai [Member] \| Research And Development Expenses And Annual Maitnanace Fees [Member]
Related Party Transaction [Line Items]
Related party transaction expenses		$ 200,000
Icahn School Of Medicine At Mount Shenai [Member] \| Board And Consulting Fees [Member]
Related Party Transaction [Line Items]
Related party transaction expenses		100,000
Renwick Capital Llc [Member] \| Consultancy Fees [Member]
Related Party Transaction [Line Items]
Related party transaction expenses	$ 100,000		$ 200,000
Kantaro Bio Sciences LLC [Member]
Related Party Transaction [Line Items]
Loan commitment to related party		$ 83,333
Percentage of loan repayment due to be received		25.00%
Equity method investment ownership percentage		25.00%
Payment towards advances to related parties		$ 83,333
Equity method investment net income loss		$ (63,139)
Kantaro Bio Sciences LLC [Member] \| Compounded Monthly [Member]
Related Party Transaction [Line Items]
Related party transaction interest rate		0.25%
Kantaro Bio Sciences LLC [Member] \| Mount Sinai [Member]
Related Party Transaction [Line Items]
Loan commitment to related party		$ 300,000
Additional loan commitment to related party		$ 500,000
Percentage of loan repayment due to be received		75.00%
Equity method investment ownership percentage		75.00%
Kantaro Bio Sciences LLC [Member] \| Mount Sinai [Member] \| Compounded Monthly [Member]
Related Party Transaction [Line Items]
Related party transaction interest rate		0.25%
Kantaro Bio Sciences LLC [Member] \| Advisory Agreement [Member]
Related Party Transaction [Line Items]
Period of service agreement with related party	5 years
Fair value of services to be provided to the related party		$ 1,800,000
Due to affiliates		1,800,000
Due to affiliates current		300,000
Due to affiliates non current		1,500,000
Kantaro Bio Sciences LLC [Member] \| Advisory Agreement [Member] \| Valuation Technique, Discounted Cash Flow [Member] \| Fair Value, Inputs, Level 3 [Member]
Related Party Transaction [Line Items]
Fair value of services to be provided to the related party		2,000,000
Due to affiliates		$ 2,000,000
Kantaro Bio Sciences LLC [Member] \| Advisory Agreement [Member] \| Capital Unit, Class A [Member]
Related Party Transaction [Line Items]
Equity method investment shares		250
Kantaro Bio Sciences LLC [Member] \| Advisory Agreement [Member] \| Capital Unit, Class A [Member] \| Valuation Technique, Discounted Cash Flow [Member] \| Fair Value, Inputs, Level 3 [Member]
Related Party Transaction [Line Items]
Equity method investments at fair value		$ 2,000,000
Kantaro Bio Sciences LLC [Member] \| Commitment To Lend Additional Amount [Member]
Related Party Transaction [Line Items]
Additional loan commitment to related party		$ 166,667
Joslin License [Member]
Related Party Transaction [Line Items]
Stock issued during period shares purchase of assets			15,427,704

Subsequent events - Additional Information (Detail) $ / shares in Units, $ in Thousands	1 Months Ended	4 Months Ended	12 Months Ended
	Jul. 31, 2020 USD ($) $ / shares shares	Jun. 30, 2018 USD ($)	Jun. 30, 2020 USD ($)	Jun. 30, 2019 USD ($) shares	Jul. 31, 2020 £ / shares shares	Jun. 30, 2020 £ / shares shares	Jun. 30, 2019 £ / shares shares
Subsequent Event [Line Items]
Exchange rate	0.796				0.796
Gross proceeds from the issuance of ordinary shares \| $		$ 66	$ 17,276	$ 29,111
Common stock shares authorized						62,444,992	56,011,831
Common stock par or stated value per share \| £ / shares						£ 0.0025	£ 0.0025
IPO [Member] \| NASDAQ/NMS (GLOBAL MARKET) [Member] \| ADR [Member]
Subsequent Event [Line Items]
Shares converted to ADR	6,291,750
Sale of stock issue price per share \| $ / shares	$ 13.50
IPO [Member] \| Common Stock [Member]
Subsequent Event [Line Items]
Stock shares issued during the period shares				18,388,430
Subsequent Event [Member] \| Forecast [Member] \| Master Services Agreement [Member] \| Astra Zeneca Pharmaceuticals LP [Member]
Subsequent Event [Line Items]
Milestone payment receivable \| $	$ 1,000
Subsequent Event [Member] \| IPO [Member] \| NASDAQ/NMS (GLOBAL MARKET) [Member] \| ADR [Member]
Subsequent Event [Line Items]
Shares converted to ADR	6,300,000
Sale of stock issue price per share \| $ / shares	$ 13.50
Subsequent Event [Member] \| IPO [Member] \| Common Stock [Member] \| NASDAQ/NMS (GLOBAL MARKET) [Member]
Subsequent Event [Line Items]
Stock shares issued during the period shares	12,583,500
Subsequent Event [Member] \| Private Placement [Member] \| Common Stock [Member]
Subsequent Event [Line Items]
Stock shares issued during the period shares	30,000
Sale of stock issue price per share \| £ / shares					£ 5.37
Gross proceeds from the issuance of ordinary shares \| $	$ 76,100
Common Class A [Member] \| Subsequent Event [Member] \| Share Capital Redesignated [Member] \| Verici DX [Member]
Subsequent Event [Line Items]
Common stock shares authorized	59,416,134				59,416,134
Common stock par or stated value per share \| £ / shares					£ 0.001
Record date for determining the eligbility to receive new shares	Jul. 09, 2020
Number of shares entitled to be received by the shareholder for every share held in the parent company	1				1
Golden Shares [Member] \| Subsequent Event [Member] \| Share Capital Redesignated [Member] \| Verici DX [Member]
Subsequent Event [Line Items]
Common stock shares authorized	1				1
Common stock par or stated value per share \| £ / shares					£ 0.001