| As filed with the Securities and Exchange Commission on September 4, 2025 | Registration No. 333 – 239729 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
_____________
Renalytix plc
(Exact name of issuer of deposited securities as specified in its charter)
_____________
N/A
(Translation of issuer’s name into English)
_____________
England and Wales
(Jurisdiction of incorporation or organization of issuer)
__________________________________
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
_____________
388 Greenwich Street
New York, New York 10013
(877) 248-4237
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
_____________
Renalytix AI, Inc.
421 Wakara Way, Suite 309
Salt Lake City, UT 84108
(646) 397-3970
(Address, including zip code, and telephone number, including area code, of agent for service)
__________________________________
Copies to:
|
Mark E. Rosenstein, Esq. Stevens & Lee PC 620 Freedom Business Center, Suite 200 King of Prussia, PA 19406 (610) 205-6050 |
Jean-Claude Lanza, Esq. Herman H. Raspé, Esq. Patterson Belknap Webb & Tyler LLP |
__________________________________
| It is proposed that this filing become effective under Rule 466: | ☐ immediately upon filing. |
| ☐ on (Date) at (Time). | |
| If a separate registration statement has been filed to register the deposited shares, check the following box: ☐ | |
__________________________________
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Aggregate Price Per Unit* |
Proposed Maximum Aggregate Offering Price** |
Amount of Registration Fee |
| American Depositary Shares (ADS(s)), each ADS representing the right to receive two (2) ordinary shares of Renalytix plc (the “Company”) | N/A | N/A | N/A | N/A |
| * | Each unit represents 100 ADSs. |
| ** |
Estimated solely for the purpose
of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or
charges to be imposed in connection with the issuance of ADSs. |
|
The Registrant hereby amends this Post-Effective Amendment No. 1 to Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Post-Effective Amendment No. 1 to Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Post-Effective Amendment No. 1 to Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. |
This Post-Effective Amendment No. 1 to Registration Statement on Form F-6 may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
| Item 3. | DESCRIPTION OF SECURITIES TO BE REGISTERED |
|
Item Number and Caption |
Location in Form of American Depositary Receipt (“Receipt”) | |||
| 1. | Name of Depositary and address of its principal executive office | Face of Receipt - Introductory Article. | ||
| 2. | Title of Receipts and identity of deposited securities | Face of Receipt - Top Center. | ||
| Terms of Deposit: | ||||
| (i) | The amount of deposited securities represented by one American Depositary Share (“ADSs”) | Face of Receipt - Upper right corner. | ||
| (ii) | The procedure for voting, if any, the deposited securities | Reverse of Receipt - Paragraphs (17) and (18). | ||
| (iii) | The collection and distribution of dividends | Reverse of Receipt - Paragraph (15). | ||
| (iv) | The transmission of notices, reports and proxy soliciting material | Face of Receipt - Paragraph (14); Reverse of Receipt - Paragraph (18). | ||
| (v) | The sale or exercise of rights |
Reverse of Receipt – Paragraphs (15) and (17). | ||
| (vi) | The deposit or sale of securities resulting from dividends, splits or plans of reorganization |
Face of Receipt - Paragraphs (3) and (6); Reverse of Receipt - Paragraphs (15) and (17). | ||
| (vii) | Amendment, extension or termination of the deposit agreement | Reverse of Receipt - Paragraphs (23) and (24) (no provision for extensions). | ||
| (viii) | Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs | Face of Receipt - Paragraph (14). | ||
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|
Item Number and Caption |
Location in Form of American Depositary Receipt (“Receipt”) | |||
| (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10). | ||
| (x) | Limitation upon the liability of the Depositary |
Face of Receipt - Paragraph (8); Reverse of Receipt - Paragraphs (20) and (21). | ||
| 3. | Fees and charges which may be imposed directly or indirectly on holders of ADSs | Face of Receipt - Paragraph (11). | ||
| Item 4. | AVAILABLE INFORMATION | Face of Receipt - Paragraph (14). | ||
The Company has in the past been subject to the periodic reporting requirements of the Exchange Act, and has filed certain reports with, and submitted certain information to, the Commission, which reports can be retrieved from the Commission’s internet website at www.sec.gov, and can be inspected and copied at the public reference facilities maintained by the Commission located at 100 F Street, N.E., Washington, D.C. 20549. The Company has filed a Form 15 (“Form 15”) with the Commission to terminate the registration of its securities under the Exchange Act and its reporting obligations under Sections 13(a) and 15(d) of the Exchange Act. Upon filing of Form 15, the Company’s obligation under the Exchange Act to file or submit reports required under Sections 13(a) or 15(d) of the Exchange Act was suspended. Upon effectiveness of Form 15, the Company’s duty to file or submit reports under Sections 13(a) and 15(d) of the Exchange Act will terminate. Pursuant to Rule 12g3-2(b)(1) promulgated under the Exchange Act, the Company is exempt from the reporting obligations of the Exchange Act. In order to satisfy the conditions of Rule 12g3-2(b) and to maintain the exemption from registration, the Company publishes in English the information contemplated in Rule 12g3-2(b)(2)(i) under the Exchange Act on its internet website (www.renalytix.com) or through an electronic information delivery system generally available to the public in the Company’s primary trading market. The information so published by the Company cannot be retrieved from the Commission’s internet website, and cannot be inspected or copied at the public reference facilities maintained by the Commission. If the Form 15 does not become effective, the Company will again be subject to the periodic reporting requirements of the Exchange Act and will be required to file with the Commission, and submit to the Commission, certain reports that can be retrieved from the Commission’s internet website at www.sec.gov, and can be inspected and copied at the public reference facilities maintained by the Commission.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Amendment No. 1 to Deposit Agreement filed as Exhibit (a)(i) to this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 and is incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 5. | EXHIBITS |
| (a) | (i) Form of Amendment No. 1 to Deposit Agreement, by and among Renalytix plc, (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”). ___ Filed herewith as Exhibit (a)(i). | |
| (ii) Deposit Agreement, dated as of July 21, 2020, by and among the Company, the Depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder. ___ Filed herewith as Exhibit (a)(ii). |
| (b) | Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. ___ None. |
| (c) | Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. ___ None. |
| (d) | Opinion of counsel for the Depositary as to the legality of the securities to be registered. ___ Previously filed as Exhibit (d) to the Registration Statement on Form F-6, Reg. No. 333-239729, filed on July 7, 2020, and incorporated herein by reference. |
| (e) | Certificate under Rule 466. ___ None. |
| (f) | Powers of Attorney for certain officers and directors and the authorized representative of the Company. ___ Set forth on the signature pages hereto. |
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| Item 6. | UNDERTAKINGS |
| (b) | The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer. |
| (c) | If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty (30) days before any change in the fee schedule. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by the Deposit Agreement, as amended, by and among Renalytix plc, Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares to be issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 4th day of September, 2025.
| Legal entity created by the Deposit Agreement, as amended, under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive two (2) ordinary shares of Renalytix plc. | ||
| CITIBANK, N.A., solely in its capacity as Depositary | ||
| By: | /s/ Leslie DeLuca | |
| Name: Leslie DeLuca | ||
| Title: Attorney-in-fact | ||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Renalytix plc certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in Salt Lake City, Utah, on August 25, 2025.
| Renalytix plc | ||
| By: | /s/ James McCullough | |
| Name: James McCullough | ||
| Title: Chief Executive Officer | ||
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of James McCullough and Joel Jung to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 has been signed by the following persons in the following capacities on August 29, 2025.
| Signature | Title | |
| /s/ James McCullough | Chief Executive Officer and Director | |
| James McCullough | (Principal Executive Officer) | |
| /s/ Joel Jung | Chief Financial Officer | |
| Joel Jung | (Principal Financial Officer and Principal Accounting Officer) | |
| /s/ Fergus Fleming | Chief Technical Officer and Director | |
| Fergus Fleming | ||
| /s/ Julian Baines | Director | |
| Julian Baines | ||
| /s/ Catherine Coste | Director | |
| Catherine Coste | ||
| Director | ||
| Erik Lium | ||
| Director | ||
| Christopher Mills |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America, has signed this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 in Salt Lake City, Utah, on August 25, 2025.
| Authorized representative in the u.s. | ||
| By: | /s/ James McCullough | |
| Name: James McCullough | ||
| Title: Chief Executive Officer | ||
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Index to Exhibits
| Exhibit | Document |
Sequentially Numbered Page |
| (a)(i) | Form of Amendment No. 1 to Deposit Agreement | |
| (a)(ii) | Deposit Agreement |
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