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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): July 1, 2026
RENOVORX,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-40738 |
|
27-1448452 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
2570
W El Camino Real, Suite 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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously reported, on December 31, 2025, RenovoRx, Inc., a Delaware corporation (the “Company”) received a deficiency notice
from The Nasdaq Stock Market (“Nasdaq”) informing the Company that its common stock (the “Common Stock”) had
failed to comply with the $1.00 minimum bid price required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule
5550(a)(2) (the “Minimum Bid Price Requirement”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was initially
provided 180 calendar days, or until June 30, 2026, to regain compliance.
On
July 1, 2026, the Company received a notification letter from Nasdaq informing the Company that, while the Company has not yet regained
compliance with the Minimum Bid Price Requirement, Nasdaq has determined that the Company is eligible for an additional 180 calendar
day period, or until December 28, 2026 (the “Second Compliance Period”), to regain compliance.
If
at any time during the Second Compliance Period, the closing bid price of the Common Stock is at least $1.00 per share for a minimum
of 10 consecutive business days, Nasdaq will provide the Company with written confirmation of compliance. If compliance with the Minimum
Bid Price Requirement cannot be demonstrated by December 28, 2026, Nasdaq will provide written notification that the Common Stock
will be delisted from Nasdaq. At that time, the Company may appeal Nasdaq’s determination to a Hearings Panel.
SIGNATURES
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. |
| |
|
|
| Date:
July 2, 2026 |
By: |
/s/
Shaun R. Bagai |
| |
Name: |
Shaun
R. Bagai |
| |
Title: |
Chief
Executive Officer |