RenovoRx (RNXT) investors approve directors, expand equity plan and ratify 2026 auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

RenovoRx, Inc. held its 2026 annual meeting of stockholders, with a quorum of about 22,825,465 shares present out of 45,052,706 shares entitled to vote as of May 11, 2026. Stockholders elected all seven director nominees to one-year terms, each receiving over 12.8 million votes.

Stockholders also approved an amendment to the Amended and Restated 2021 Omnibus Equity Incentive Plan, adding 2,000,000 shares of common stock, equal to 4.4% of total issued and outstanding shares, to the shares reserved for issuance under the plan (9,666,218 votes for, 3,565,088 against).

In addition, stockholders ratified the appointment of Frank, Rimerman + Co. LLP as independent registered public accounting firm for the year ending December 31, 2026, with 21,938,316 votes for, 477,181 against, and 409,966 abstentions.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares entitled to vote: 45,052,706 shares Shares represented at meeting: 22,825,465 shares Equity plan share increase: 2,000,000 shares +4 more

7 metrics

Shares entitled to vote 45,052,706 shares Common stock outstanding as of May 11, 2026 record date

Shares represented at meeting 22,825,465 shares Voting stock present or by proxy at 2026 annual meeting

Equity plan share increase 2,000,000 shares Added to 2021 Omnibus Equity Incentive Plan, 4.4% of issued and outstanding

Equity plan approval votes 9,666,218 for / 3,565,088 against Proposal 2 – incentive plan amendment vote results

Auditor ratification votes for 21,938,316 votes Ratification of Frank, Rimerman + Co. LLP for year ending Dec. 31, 2026

Director Bagai votes 12,954,344 for / 307,353 withheld Election of director Shaun R. Bagai

Broker non-votes (directors) 9,563,768 votes Broker non-votes recorded on each director election proposal

Key Terms

Broker Non-Vote, Amended and Restated 2021 Omnibus Equity Incentive Plan, independent registered public accounting firm, emerging growth company

4 terms

Broker Non-Vote financial

Amended and Restated 2021 Omnibus Equity Incentive Plan financial

"The Company’s stockholders voted to approve an amendment to the Company’s Amended and Restated 2021 Omnibus Equity Incentive Plan"

independent registered public accounting firm financial

"Frank, Rimerman + Co. LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

emerging growth company regulatory

"Emerging growth company Item 5.07 Submission of Matters to a Vote of Security Holders."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

Available on EDGAR 06/30/2026 - 04:55 PM Accepted by SEC EDGAR 06/30/2026 - 04:55 PM

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 30, 2026

RENOVORX, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-40738	27-1448452
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

2570 W. El Camino Real, Ste. 640
Mountain View, CA		94040
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 284-4433

N/A

(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 Instructions 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))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		RNXT		Nasdaq Capital Market

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 30, 2026, RenovoRx, Inc., a Delaware corporation (the “Company”), held its 2026 annual meeting of stockholders (the “Annual Meeting”). The number of shares of common stock, par value $0.0001 per share, of the Company entitled to vote at the Annual Meeting (the “Voting Stock”) was 45,052,706 shares outstanding as of May 11, 2026, the record date. No other shares of the Company’s capital stock were entitled to vote at the Annual Meeting. The number of shares of Voting Stock present or represented by valid proxy at the Annual Meeting was approximately 22,825,465 shares of Voting Stock, constituting a quorum. At the Annual Meeting, the Company’s stockholders voted on the following three proposals:

Proposal 1 – Director Election Proposal

At the Annual Meeting, the Company’s stockholders elected each of Shaun R. Bagai, Ramtin Agah, M.D., Kirsten Angela Macfarlane, Laurence J. Marton, M.D., Una S. Ryan, O.B.E., Ph.D., D.Sc., and Robert J. Spiegel, M.D., FACP as a director for a one-year term that expires at the Company’s 2027 annual meeting of stockholders or until a successor is duly elected and qualified, subject to his or her earlier death, removal or resignation. The voting results were as follows:

Nominee	Votes For	Votes Withheld	Broker Non-Vote
Shaun R. Bagai	12,954,344	307,353	9,563,768
Ramtin Agah, M.D.	12,954,033	307,664	9,563,768
Kirsten Angela Macfarlane	12,955,760	305,937	9,563,768
Laurence J. Marton, M.D.	12,918,203	343,495	9,563,767
Una S. Ryan, O.B.E., Ph.D., D.Sc.	12,887,870	373,828	9,563,767
Robert J. Spiegel, M.D., FACP	12,963,692	298,006	9,563,767

Proposal 2 – Incentive Plan Amendment Proposal

The Company’s stockholders voted to approve an amendment to the Company’s Amended and Restated 2021 Omnibus Equity Incentive Plan (the “2021 Plan”) to add 2,000,000 shares of common stock of the Company, which is equal to 4.4% of total issued and outstanding shares, to the total number of shares of common stock reserved and available for issuance under such plan. The voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
9,666,218		3,565,088		30,391		9,563,768

The form of 2021 Plan as amended to reflect the amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Proposal 3 – Auditor Ratification Proposal

The Company’s stockholders voted to ratify the appointment by the audit committee of the Board of Directors of the Company of Frank, Rimerman + Co. LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
21,938,316		477,181		409,966		2

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

No.		Exhibit
10.1		Amended and Restated 2021 Omnibus Equity Incentive Plan
104		Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RENOVORX, INC.

Dated: June 30, 2026	By:	/s/ Shaun R. Bagai
	Name:	Shaun R. Bagai
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did RenovoRx (RNXT) shareholders vote on at the 2026 annual meeting?

RenovoRx shareholders elected seven directors, approved an amendment to the 2021 Omnibus Equity Incentive Plan, and ratified Frank, Rimerman + Co. LLP as independent auditor for the year ending December 31, 2026, completing the company’s standard annual governance agenda.

How many RenovoRx (RNXT) shares were eligible and present for the 2026 annual meeting vote?

A total of 45,052,706 shares of common stock were entitled to vote as of May 11, 2026. Approximately 22,825,465 shares were present or represented by proxy at the annual meeting, which constituted a quorum for conducting official stockholder business.

What change was approved to RenovoRx’s 2021 Omnibus Equity Incentive Plan?

Shareholders approved adding 2,000,000 RenovoRx common shares to the Amended and Restated 2021 Omnibus Equity Incentive Plan. This represents 4.4% of total issued and outstanding shares, increasing the pool of shares reserved and available for future equity-based compensation awards.

How did RenovoRx (RNXT) shareholders vote on the equity incentive plan amendment?

The equity incentive plan amendment received 9,666,218 votes for, 3,565,088 votes against, and 30,391 abstentions, with 9,563,768 broker non-votes. This voting outcome reflects formal shareholder approval to expand the share reserve under the 2021 Omnibus Equity Incentive Plan.

Who was elected to the RenovoRx (RNXT) board of directors at the 2026 meeting?

Shareholders elected Shaun R. Bagai, Ramtin Agah, M.D., Kirsten Angela Macfarlane, Laurence J. Marton, M.D., Una S. Ryan, O.B.E., Ph.D., D.Sc., and Robert J. Spiegel, M.D., FACP to one-year terms, each receiving roughly 12.9 million votes in favor and substantial broker non-votes.

Which auditing firm did RenovoRx (RNXT) shareholders ratify for 2026?

Shareholders ratified Frank, Rimerman + Co. LLP as RenovoRx’s independent registered public accounting firm for the year ending December 31, 2026. The vote totaled 21,938,316 in favor, 477,181 against, and 409,966 abstentions, with only 2 broker non-votes recorded.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 153.9 KB