RENX Renalytix Plc

Renalytix plc

("Renalytix" or the "Company")

Grant & Cancellation of Options / PDMR Dealings

LONDON and NEW YORK, 30 December 2024 - Renalytix plc (LSE: RENX) (OTCQB: RNLXY), which is commercialising the only FDA-approved and Medicare reimbursed prognostic test to support early-stage risk assessment for chronic kidney disease, announces that the Board has granted options over a total of 28,914,285 ordinary shares of 0.25 pence each in the capital of the Company ("Options") on 24 December 2024 to Persons Discharging Managerial Responsibilities ("PDMRs") as detailed below. Concurrently, historic options have been cancelled as outlined in further detail below:

The Options, which have been issued in line with the Company's existing share option plan, have an exercise price of £0.0996 per ordinary share, being the closing mid-market price of the shares on 23 December 2024.  

The Options for the Executive Directors above will vest as follows:

·    One third upon the Company achieving a mid-market share price of £0.20 for seven consecutive trading days within the next three years;

·    One third upon the Company achieving $3.2 million in revenue during the fiscal year ending 30 June 2025. This component is subject to a pro-rata sliding scale with no vesting to occur if revenue is below 75% of the target and if revenue is 75% or above, the vesting percentage will align with the percentage of the target achieved; and

·    One third vesting quarterly over 36 months on a quarterly basis.

All Options are subject to the individuals remaining employed by the Company and will only vest after a six month cliff from the vesting commencement date.

The Board recognises the importance of share options to appropriately incentivise and retain staff as well as to ensure their interests are aligned with that of the Company and its shareholders. Therefore, the Remuneration Committee recommended to the Board that, given the prevailing share price of the Company and the increase in its issued share capital following the fundraise announced on 30 September 2024, the existing awards of share options ("Existing Options") were no longer a reasonable incentive. As such, it was proposed that the Existing Options be cancelled and replaced by the Options to re-align the option scheme with the current share price and issued share capital of the Company. Consequently, 2,811,080 Existing Options held by certain directors and PDMRs were cancelled on 24 December 2024, as detailed below. The holders of the Existing Options have agreed to their cancellation with immediate effect.

¹Catherine Coste's Options will vest equally on a quarterly basis over the one-year period from grant.

²Joel Jung's Options will vest equally on a quarterly basis over the six-month period until the end of his consulting term on 30 June 2025.

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About Renalytix

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

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

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

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