UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 3.02. Unregistered Sales of Equity Securities
As previously disclosed, in April 2022, Renalytix plc (the “Company”) issued amortizing senior convertible bonds with a principal amount of $21.2 million due in April 2027 (the “Bonds”) to Heights Capital Ireland LLC (the “Convertible Bond Investor”). The Bonds accrue interest at an annual rate of 5.5%, payable quarterly in arrears, in cash or American Depositary Shares (“ADSs”) valued at the ADS Settlement Price (as defined in the Bonds) at the option of the Company. The principal and interest payments are due in equal quarterly instalments which began in July 2022.
On July 15, 2024, the Company announced that it will issue, effective on or about July 17, 2024, 2,275,000 Ordinary Shares (the “Shares”) and 4,641,161 American Depositary Shares (together with the Shares, the “Securities”) to the Convertible Bond Investor (the “Repayment”), which settled the principal and interest amount due under the Bonds on July 7, 2024. In connection with the settlement of the Repayment, the principal remaining under the Bonds was reduced by $1.06 million to $11.66 million. The Shares will be issued without registration in reliance upon the exemption provided in Section 3(a)(9) of the Securities Act of 1933, as amended.
Item 7.01 Regulation FD Disclosure
On July 15, 2024, Renalytix plc (the "Company") issued a press release announcing the repayment of $1.06 million of the Company’s outstanding convertible bond through the issuance of 2,275,000 Ordinary Shares and 4,641,161 American Depositary Shares. The press release making this announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit |
Exhibit Description |
99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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renalytix plc |
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Dated: July 15, 2024 |
By: |
/s/ James McCullough |
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James McCullough |