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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): March 27, 2026 (March 24, 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 320
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
5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
On
March 24, 2026, the board of directors (the “Board”) of RenovoRx, Inc., a Delaware corporation (the “Company”),
formally appointed Ramtin Agah, M.D., Chief Medical Officer and Chairman of the Board of the Company, to the newly created position of
Executive Chairman, effective February 27, 2026. In connection with his roles as Chief Medical Officer and Executive Chairman, Dr. Agah
accepted an offer letter from the Company on the same date (the “Agah Offer Letter”) to amend, restate and replace certain
Consulting Agreement, dated January 1, 2018, between Dr. Agah and the Company. Dr. Agah acknowledged that certain Amended and Restated
Change in Control and Severance Agreement, dated November 10, 2025, between the Company and Dr. Agah, remained in full force and effect.
Pursuant
to the Agah Offer Letter, the Company shall pay Dr. Agah annualized base salary of $450,000, based on a minimum of 30 hours worked per
week, payable semi-monthly, for his employment starting as of January 1, 2026. Dr. Agah will be eligible to receive an annual discretionary
bonus of up to 40% of his annualized base salary, dependent on the performance of the Company and his individual performance, as determined
by the Company in its discretion (the “Bonus”). The first Bonus shall be payable in 2027 for 2026 performance.
The
Agah Offer Letter further provides that Dr. Agah will be eligible to receive annual grants of options to purchase shares of the Company’s
common stock, as well as other compensatory awards such as restricted stock units, as determined by the Compensation Committee of the
Board. Any such equity awards will be granted under the Company’s 2021 Omnibus Equity Incentive Plan (or a successor plan) and
will be subject to the terms and conditions of the applicable plan and grant agreements, including vesting requirements and Dr. Agah’s
continued service through each applicable vesting date.
Dr.
Agah’s employment is at will, meaning that either he or the Company may terminate the employment at any time for any reason or
no reason. The Agah Offer Letter also contains customary provisions for confidentiality and matters related to intellectual property
and Company property.
The
foregoing description of the Agah Offer Letter does not purport to be complete and is qualified in its entirety by reference thereto,
which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item
9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits.
| No. |
|
Exhibit |
| 10.1+ |
|
Agah Offer Letter, dated March 24, 2026 and effective February 27, 2026, by and between the Company and Ramtin Agah |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL) |
+
Certain information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.
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:
March 27, 2026 |
By: |
/s/
Shaun R. Bagai |
| |
Name: |
Shaun
R. Bagai |
| |
Title: |
Chief
Executive Officer |
