RNLX Renalytix PLC

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 7, 2024

 

Renalytix plc

(Exact name of registrant as specified in its Charter)

 

England and Wales	001-39387	Not Applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

2 Leman Street London E1W 9US United Kingdom

(Address of principal executive offices) (Zip Code)

 

+44 20 3139 2910
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares, nominal value £0.0025 per ordinary share	n/a	The Nasdaq Stock Market LLC*
American Depositary Shares, each representing two ordinary shares, nominal value £0.0025 per ordinary share	RNLX	The Nasdaq Stock Market LLC

 

* Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Stock Market LLC.

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 28, 2024, Renalytix plc (the “Company”) filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission, announcing the appointment, on May 27, 2024, of Joel R. Jung as Interim Chief Financial Officer of the Company in connection with O. James Sterling’s resignation from his position with the Company. On June 7, 2024, in connection with his appointment as Interim Chief Financial Officer, Mr. Jung and the Company, through its subsidiary Renalytix AI, Inc., entered into a Consulting Services Agreement (the “Consulting Agreement”). Pursuant to the terms of the Consulting Agreement, Mr. Jung will receive the following compensation: (a) a monthly base salary of $8,000; and (b) options to purchase 60,000 of the Company’s ordinary shares with an exercise price per share equal to the closing price of the Company’s ordinary shares on AIM, a market operated by the London Stock Exchange, on the trading day before the date of grant vest as follows: (i) one quarter (1/4) of the options vest on August 28, 2024, and (ii) the remaining three-quarters (3/4) of the options will vest on a monthly basis over the nine (9) month period following August 28, 2024; provided that all such options shall vest upon the occurrence of certain change in control transactions The Consulting Agreement may be terminated by either party upon three months’ written notice. The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the Consulting Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit	Exhibit Description
10.1	Consulting Agreement, dated as of June 7, 2024, by and among Renalytix AI, Inc. and Joel R. Jung.
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.

		renalytix plc
Dated: June 12, 2024	By:	/s/ James McCullough
		James McCullough Chief Executive Officer

 

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Consulting Services Agreement

This Consulting Services Agreement (“Agreement”) is made and entered into as of June 7th, 2024 by and between Renalytix AI, Inc. (the “Company”), and the undersigned individual (“Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company and Consultant is willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained herein, the parties agree as follows:

 

Only Consultant will provide the Services. Consultant acknowledges and agrees that the Company entered into this Agreement to retain the Consultant to perform the Services personally. Services are unique to the Company and the Company has determined that the Consultant is exceptionally qualified to perform them by virtue of Consultant’s education, training and experience, and the Services are not to be performed by other individuals without the written consent of the Company.

The Company will pay Consultant the compensation set forth in Exhibit A as sole compensation for the performance of the Services. The parties intend to establish an independent contractor relationship. Consultant will not participate in any of the Company’s employee benefit plans or perquisites. Consultant further disclaims any intention or right to participate in any of the Company’s employee benefit plans or perquisites even if Consultant’s status with the Company is determined by a third party tribunal to be that of an employee.

 

 

 

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To preclude any possible uncertainty, Consultant has set forth on Exhibit B attached hereto a complete list of Developments that Consultant has, alone or jointly with others, conceived, developed or reduced to practice prior to the date of this Agreement that Consultant considers to be Consultant’s property or the property of third parties and that Consultant wishes to have excluded from the scope of this Agreement. Consultant has also listed on Exhibit B all patents and patent applications in existence as of the date of this Agreement in which Consultant is named as an inventor, other than those which have been assigned to the Company (“Other Patent Rights”). If no such disclosure is attached, Consultant represents that there are no such Developments or Other Patent Rights. If Consultant incorporates any Development listed on Exhibit B or any other development that Consultant has, alone or jointly with others, conceived, developed or reduced to practice prior to the date of this Agreement that Consultant considers to be Consultant’s property or the property of third parties and that Consultant wishes to have excluded from the scope of this Agreement (collectively, “Pre-Existing Developments”) into a Company-Related Development or any Company product, service, process or machine or other work done for the Company, or the use of a Pre-Existing Development is otherwise necessary to operate, support or maintain any Company-Related Development or any Company product, service, process or machine or other work done for the Company, Consultant hereby grants the Company and its affiliates a perpetual, irrevocable, paid-up, royalty-free, nonexclusive, worldwide license (with the full right to sublicense directly, or indirectly through multiple tiers) to (a) copy, distribute, display, perform, and create derivative works of the Pre-Existing Developments, in whole or in part; and (b) use or otherwise practice the Pre-Existing Developments, in whole or in part, including without limitation, the right and license to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Pre-Existing Developments and the right to practice any method covered by or included in the Pre-Existing Developments. Notwithstanding the foregoing, Consultant will not incorporate, or permit to be incorporated, Pre-Existing Developments in any Company-Related Development or any Company product, service, process or machine or other work done for the Company without the Company’s prior written consent. Consultant agrees that it will not incorporate into any Company product or otherwise deliver to the Company any software code licensed under the GNU GPL or LGPL or any other license that by its terms requires, or conditions the use or distribution of such code on, the disclosure, licensing, or distribution of such Company product or any source code owned or licensed by the Company.

This Agreement does not obligate Consultant to assign to the Company any Development that is developed entirely on Consultant’s own time and does not relate to the business efforts or research and development efforts in which, during the term of this Agreement, the Company actually is engaged or reasonably would be engaged, and does not result from the use of premises or equipment owned or leased by the Company. However, Consultant will also promptly disclose to the Company any such Developments for the purpose of determining whether they qualify for such exclusion. Consultant understands that to the extent this Agreement is required to be construed in accordance with the laws of any state which precludes a requirement in an agreement to assign certain classes of inventions made by a consultant, this Section 4 will be interpreted not to apply to any invention which a court rules and/or the Company agrees falls within such classes. Consultant also hereby waives all claims to any moral rights or other special rights which Consultant may have or accrue in any Company-Related Developments.

Agreement, all papers, including without limitation copyright applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development. If the Company is unable, after reasonable effort, to secure Consultant’s signature on any such papers, Consultant hereby irrevocably designates and appoints each current and future officer of the Company as Consultant’s agent and attorney-in-fact to execute any such papers on Consultant’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development.

 

 

All Developments, files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Confidential Information, whether created by Consultant or others, which come into Consultant’s custody or possession, are the exclusive property of the Company to be used by Consultant only in the performance of the Services. Any property

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situated on the Company’s premises and owned by the Company, including without limitation computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with or without notice. In the event of the termination of this Agreement for any reason, Consultant will promptly deliver to the Company all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Confidential Information, and other materials of any nature pertaining to the Confidential Information of the Company and to the Service, and will not take or keep in Consultant’s possession any of the foregoing or any copies.

Consultant agrees that Consultant will from time to time during the term of this Agreement or any extension thereof keep the Company advised as to Consultant’s progress in performing the Services hereunder and that Consultant will, as requested by the Company, prepare written reports with respect thereto. It is understood that the time required in the preparation of such written reports will be considered time devoted to the performance of Consultant’s Services.

 

 

Consultant acknowledges and agrees that if Consultant violates any of the provisions of this Section 8, the running of the Restricted Period will be extended by the time during which Consultant engages in such violation(s).

Consultant agrees that the restrictions imposed by the provisions of this covenant are fair and reasonable and are reasonably required for the protection of the Company. If the provisions relating to the geographic or substantive scope of the restriction or the time period of the restriction exceed the maximum areas or period of time which a court or competent jurisdiction would enforce, the parties agree that the areas and time period will be deemed to be the maximum areas or time period which a court of competent jurisdiction would enforce in any state in which such court will be convened.

 

 

 

Upon such termination all rights and duties of the parties toward each other will cease except the Company will be obliged to pay all amounts owing to Consultant for Services actually performed and reimbursable expenses actually incurred prior to termination, if any, in accordance with the provisions of Section 1 (Services and Compensation) hereof; and

The following Sections will survive expiration or termination of this Agreement: 2 through 7 (inclusive), 8 (for the period specified), 9, 11, and 14 through 21 (inclusive).

 

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and calculate either party’s damages from any breach by either party of this Agreement. Accordingly, Consultant and the Company agree that if either party breaches this Agreement, the other party will have available, in addition to any other right or remedy available, the right to obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach and specific performance of this Agreement. Consultant and the Company further agree that no bond or other security will be required in obtaining such equitable relief and Consultant and the Company, hereby consent to the issuances of such injunction and to the ordering of such specific performance.

 

 

 

 

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Any notice or other communication required or permitted to be given under this Agreement will be deemed given (i) on the day when delivered in person, (ii) on the first business day of or after the date of confirmation that the facsimile has been successfully transmitted to the facsimile number for the party notified if sent by facsimile, (iii) on the first business day of or after the date of receipt by the party notified if sent by electronic mail, (iv) on the first business day after deposited with a nationally recognized overnight delivery service, or (v) on the third business day after the day on which such notice was mailed in accordance with this Section.

Any notice or report required or permitted by this Agreement will be deemed given if delivered personally or if sent by either party to the other by certified or registered first class mail, return receipt requested and postage prepaid, at such other party’s principal place of business at the address set forth on the signature page hereof or such other address as either party may specify in writing. If by mail, delivery will be deemed effective three (3) business days after mailing in accordance with the above provisions.

 

 

 

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[Remainder of Page Intentionally Left Blank]

 

 

 

 

 

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IN WITNESS WHEREOF, the parties hereto have caused to be executed or executed this Consulting Services Agreement as of the day and year first above written.

 

CONSULTANT RENALYTIX AI, INC.

 

 

/s/ Joel R Jung /s/ James McCullough .

Joel R. Jung James McCullough

Chief Executive Officer

 

 

Date : June 7, 2024 Date : June 7, 2024

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EXHIBIT A

SERVICES AND COMPENSATION

 

 

 

 

(a)The Company will pay Consultant $8,000.00 per month during the term of this Agreement, payable on a monthly basis in arrears. It is anticipated that Consultant will devote an average of 20 hours per week towards work on behalf of the Company during the term of this Agreement. A weekly record of time and tasks must be maintained by Consultant and presented to Company in monthly invoices to be payable.

 

(b)The Company will reimburse Consultant for all reasonable travel and out-of-pocket expenses incurred by Consultant in performing Services pursuant to this Agreement, provided Consultant receives prior written consent from an authorized agent of the Company prior to incurring such expenses.

 

(c)Consultant will submit all statements for expenses in a form prescribed by the Company and such statements will be approved by the contact person listed above.

 

(d)Consultant is granted options for 60,000 common shares, currently traded on the London (AIM) market under ticker RENX. 1/4th of the total number of Shares under Option shall vest three months after the Vesting Commencement Date, and 1/9th of the remaining number of Shares under Option shall vest monthly thereafter, subject to Participant remaining continuously a Service Provider as of each such date, save that the Option shall vest and be exercisable in full in connection with a Change in Control.

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EXHIBIT B

PRE-EXISTING DEVELOPMENTS

 

 

The following is a complete list of all Developments that have been created, made, conceived or first reduced to practice by Consultant (alone or jointly with others) or under Consultant’s direction prior to Consultant’s engagement by the Company:

X No inventions or improvements

 See below:

 

 

 

 Additional sheets attached

 

 

The following is a list of all patents and patent applications in which Consultant has been named as an inventor:

X None

 See below:

Refer to prior signed agreement

 

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v3.24.1.1.u2

Document And Entity Information	Jun. 07, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 07, 2024
Entity Registrant Name	Renalytix plc
Entity Central Index Key	0001811115
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Securities Act File Number	001-39387
Entity Incorporation, State or Country Code	X0
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	2 Leman Street
Entity Address, City or Town	London E1W 9US
Entity Address, Country	GB
Entity Address, Postal Zip Code	E1W 9US
City Area Code	+44
Local Phone Number	20 3139 2910
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Ordinary shares, nominal value £0.0025 per ordinary share
No Trading Symbol Flag	true
Security Exchange Name	NASDAQ
American Depositary Shares [Member]
Document Information [Line Items]
Title of 12(b) Security	American Depositary Shares, each representing two ordinary shares, nominal value £0.0025 per ordinary share
Trading Symbol	RNLX
Security Exchange Name	NASDAQ

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