Renalytix : Amendment to Annual Report by Foreign Issuer (Form 20-F/A)

20-F/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

20-F/A

(Amendment No. 1)

(Mark One)

☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2021

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 13(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission File Number

001-39387

RENALYTIX PLC

(Exact name of Registrant as specified in its charter and translation of Registrant's name into English)

ENGLAND AND WALES

(Jurisdiction of incorporation or organization)

Finsgate

5-7

Cranwood Street

LondonEC1V 9EE

United Kingdom

(Address of principal executive offices)

James McCullough

Chief Executive Officer

Renalytix plc

Finsgate

5-7

Cranwood Street

LondonEC1V 9EE

United Kingdom

Tel: [phone]

(Name, Telephone,

E-mail

and/or Facsimile number and Address of Company Contact Person)

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

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

*	Not for trading, but only in connection with the registration of the American Depositary Shares.

Securities registered or to be registered pursuant to Section 12(g) of the Act. None.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None.

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

Ordinary Shares: 72,197,286 outstanding as of June

30, 2021

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, or an emerging growth company. See definition of "large accelerated filer, "accelerated filer," and "emerging growth company" in Rule

12b-2

of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☐		Non-accelerated filer		☒
								Emerging growth company		☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐

† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒		International Financial Reporting Standards as issued						Other ☐
		by the International Accounting Standards Board		☐

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in

Rule

12b-2

of the Exchange Act). ☐ Yes ☒ No

EXPLANATORY NOTE

Renalytix plc (the "

Company

") is filing this Amendment No. 1 (the "

Amendment

") on Form

20-F/A

to amend its Annual Report on Form

20-F

for the fiscal year ended June 30, 2021, filed with the Securities and Exchange Commission on October 21, 2021 (the "

Original

20-F

"), for the purpose of filing revised versions of Exhibits 12.1 and 12.2 filed with the Original

20-F.

The Company is filing revised exhibits solely in order to include in the certifications set forth in the Exhibits the reference to internal control over financial reporting in the introductory language to paragraph 4, which language was inadvertently omitted from the certifications when originally filed. The Amendment does not reflect events occurring after the date of the filing of the Original

20-F

or modify or update any of the other disclosures contained therein in any way. Accordingly, the Amendment should be read in conjunction with the Original

20-F.

The Amendment consists solely of the preceding cover page, this explanatory note, the signature page and paragraphs 1, 2, 4 and 5 of each of the revised certifications filed as exhibits to the Amendment. Because no financial statements have been included in this Amendment, paragraph 3 of each of the certifications set forth in the Exhibits has been omitted.

3

Item 19. Exhibits

Exhibit Number		Description
12.1*		Certification by the Principal Executive Officer pursuant to Securities Exchange Act Rules13a-14(a) and15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2*		Certification by the Principal Financial Officer pursuant to Securities Exchange Act Rules13a-14(a) and15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
104		Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

*	Filed herewith.

4

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form

20-F/A

and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

RENALYTIX PLC
By:		/s/ James McCullough
Name: James McCullough
Title: Chief Executive Officer

Date: January 27, 2022

5