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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): November 14, 2025
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
1.01 |
Entry
into a Material Definitive Agreement. |
On
November 14, 2025, RenovoRx, Inc., a Delaware corporation (the “Company”), and JonesTrading Institutional Services LLC (the
“Agent”) entered into a Capital on Demand™ Sales Agreement (the “Sales Agreement”), pursuant to which the
Company may issue and sell, from time to time, up to $3,723,029 in aggregate principal amount of shares (the “Shares”)
of the Company’s common stock, par value $0.0001 per share, through or to the Agent, as the Company’s sales agent or principal.
Any Shares to be offered and sold under the Sales Agreement will be issued and sold by methods deemed to be an “at-the-market offering”
as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or in negotiated
transactions, if authorized by the Company.
Subject
to the terms of the Sales Agreement, the Agent will use reasonable efforts to sell the Shares from time to time, based upon the Company’s
instructions (including any price, time, or size limits or other customary parameters or conditions the Company may impose, each as determined
by a pricing committee of the Company’s Board of Directors). The Company cannot provide any assurances that it will issue any Shares
pursuant to the Sales Agreement. The Company will pay the Agent a commission of up to 3.0% of the gross sales price of the Shares sold
pursuant to the Sales Agreement, if any. The Company has agreed to reimburse the Agent for certain specified expenses as provided in
the Sales Agreement and has also agreed to provide the Agent with customary indemnification and contribution rights in respect of certain
liabilities, including liabilities under the Securities Act. The Sales Agreement also contains customary representations, warranties,
conditions and covenants.
The
offering of the Shares will terminate upon the earliest of (a) the issuance and sale of all of the Shares by the Agent on the terms and
subject to the conditions set forth in the Sales Agreement or (b) the termination of the Sales Agreement by either of the parties thereto.
The
sale of Shares, if any, under the Sales Agreement will be made pursuant to the Company’s shelf registration statement on Form S-3
(File No. 333-268302) (the “Current Shelf Registration”), which was filed with the Securities and Exchange Commission (the
“Commission”) on November 10, 2022, and declared effective on November 21, 2022, and a prospectus supplement to the base
prospectus forming a part of such registration statement, which was filed by the Company with the Commission on November 14, 2025.
Also
on November 14, 2025, the Company filed a new shelf registration statement on Form S-3, which filing, pursuant to the rules of the Commission,
allows the Company to utilize the Current Shelf Registration (including, without limitation, for the sale of the Shares pursuant to the
Sale Agreement) for an additional 180 days past the November 21, 2025 expiration of the Current Shelf Registration.
The
foregoing description of the Sales Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference
to, the full text of the Sales Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein
by reference. The representations, warranties, conditions and covenants contained in the Sales Agreement were made only for purposes
of such agreement and are solely for the benefit of the parties to such agreement.
Ellenoff
Grossman & Schole LLP, counsel to the Company, has issued an opinion to the Company regarding the validity of the Shares to be issued
and sold pursuant to the Sales Agreement. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
This
Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or other jurisdiction.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 1.1† |
|
Capital on Demand™ Sales Agreement, dated as of November 14, 2025, by and between RenovoRx, Inc. and JonesTrading Institutional Services LLC |
| 5.1 |
|
Opinion of Ellenoff Grossman & Schole LLP |
| 23.1 |
|
Consent of Ellenoff Grossman & Schole LLP (contained in the opinion filed as Exhibit 5.1 hereto) |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
| † |
Certain personally identifiable 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:
November 14, 2025 |
|
|
| |
|
|
| |
By: |
/s/
Shaun R. Bagai |
| |
Name: |
Shaun
R. Bagai |
| |
Title: |
Chief
Executive Officer |
