RenovoRx 2025 AGM: Incentive shares added, directors re-elected

Rhea-AI Filing Summary

RenovoRx, Inc. (Nasdaq: RNXT) filed a Form 8-K to report the voting results of its 2025 Annual Meeting held on 24 June 2025. Of the 36,551,752 shares outstanding on the 25 April 2025 record date, approximately 20,086,518 shares (55%) were present or represented by proxy, satisfying quorum requirements.

Proposal 1 – Director Elections: All seven nominees were elected to one-year terms expiring at the 2026 meeting. Four directors (Bagai, Agah, Macfarlane) received ~13.0 million votes each with minimal withholds, while three directors (Marton, Ryan, Spiegel) received ~9.5-9.9 million votes and ~3.3-3.6 million withholds. Broker non-votes were 6.95 million for every nominee.

Proposal 2 – Equity Incentive Plan Amendments: Shareholders approved (i) reserving an additional 913,794 shares (2.5% of outstanding) for the 2021 Omnibus Equity Incentive Plan and (ii) raising the plan’s evergreen provision from 3% to 5% of year-end shares. Votes: 9,056,181 for; 4,037,698 against; 38,379 abstentions; 6,954,260 broker non-votes.

Proposal 3 – Auditor Ratification: Frank, Rimerman + Co. LLP was ratified as independent auditor for FY 2025 with strong support (19,131,750 for; 949,070 against; 5,698 abstentions).

The filing discloses no financial performance metrics or strategic transactions but confirms routine corporate governance matters, an expanded share reserve for equity compensation, and continuity of external audit oversight.

Positive

• None.

Negative

• Stockholders approved expanding the 2021 Omnibus Equity Incentive Plan by 913,794 shares and increasing the annual "evergreen" limit to 5%, introducing potential dilution for existing holders.

Insights

Corporate Governance Expert

TL;DR: Routine AGM; directors re-elected, incentive plan enlarged, auditor ratified—limited strategic impact.

The meeting achieved quorum with 55% of outstanding shares represented. All directors secured renewed one-year mandates, signalling board stability. The equity plan amendment passed with 69% of votes cast, indicating shareholder tolerance for modest dilution to support talent retention, though the 5% evergreen cap is at the upper end of typical small-cap practice. Auditor ratification at 95% reinforces confidence in financial reporting controls. Overall, actions are standard and align with governance norms, with no red flags on voting patterns or contested items.

Sell-Side Financial Analyst

TL;DR: Share increase for options slightly dilutive; otherwise administrative—no immediate earnings effect.

Adding 913,794 shares (≈2.5% of float) and lifting the evergreen pool to 5% could marginally dilute EPS over time, a consideration for valuation in a micro-cap with only 36.6 million shares. However, the share pool size remains modest in absolute terms and may help retain key personnel critical to pipeline execution. Absence of any financial updates or operational guidance means today’s filing is unlikely to alter near-term revenue or cash-flow expectations. I view the disclosure as governance housekeeping with limited market impact, leaning slightly negative due to future dilution risk.

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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): June 25, 2025 (June 24, 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, Ste. 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 5.07 Submission of Matters to a Vote of Security Holders.

On June 24, 2025, RenovoRx, Inc., a Delaware corporation (the “Company”), held its 2025 annual meeting of stockholders (the “Annual Meeting”). The number of shares of common stock of the Company entitled to vote at the Annual Meeting (the “Voting Stock”) was 36,551,752 shares outstanding as of April 25, 2025 (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 20,086,518 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 2026 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			13,033,638				98,620				6,954,260
Ramtin Agah, M.D., FACP			13,055,807				76,451				6,954,260
Kirsten Angela Macfarlane			13,044,334				87,925				6,954,259
Laurence J. Marton, M.D.			9,815,887				3,316,371				6,954,260
Una S. Ryan, O.B.E., Ph.D., D.Sc.			9,522,909				3,609,349				6,954,260
Robert J. Spiegel, M.D., FACP			9,857,399				3,274,859				6,954,260

Proposal 2 – Incentive Plan Amendment Proposal

The Company’s stockholders voted to approve two amendments to the Company’s Amended and Restated 2021 Omnibus Equity Incentive Plan (the “2021 Plan”), specifically (i) the addition of 913,794 shares of common stock of the Company, which is equal to 2.5% of total issued and outstanding shares of the Record Date, to the total number of shares of common stock reserved and available for issuance under the 2021 Plan and (ii) an increase in the 2021 Plan’s “evergreen” provision to increase the size of the 2021 Plan each year from three percent (3%) of shares outstanding on the final day of the immediately preceding calendar year to five percent (5%). The voting results were as follows:  

Votes For				Votes Against				Abstentions				Broker Non-Votes
	9,056,181				4,037,698				38,379				6,954,260

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, 2025. The voting results were as follows:

Votes For				Votes Against				Abstentions				Broker Non-Votes
	19,131,750				949,070				5,698				0

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 25, 2025	By:	/s/ Shaun R. Bagai
		Name:	Shaun R. Bagai
		Title:	Chief Executive Officer

FAQ

How many RenovoRx (RNXT) shares were eligible to vote at the 2025 Annual Meeting?

A total of 36,551,752 common shares were entitled to vote as of 25 April 2025.

Did shareholders approve the amendments to RenovoRx's 2021 Equity Incentive Plan?

Yes. The amendments passed with 9,056,181 votes for and 4,037,698 votes against.

What changes were made to the RenovoRx equity plan?

An additional 913,794 shares were added and the evergreen increase was raised from 3% to 5% of outstanding shares each year.

Were all RenovoRx director nominees elected in 2025?

All seven nominees, including CEO Shaun R. Bagai, were elected to one-year terms expiring in 2026.

Who will audit RenovoRx for fiscal year 2025?

Shareholders ratified Frank, Rimerman + Co. LLP as the independent registered public accounting firm.

How strong was support for RenovoRx's auditor ratification?

The proposal received 19,131,750 votes for versus only 949,070 against, indicating broad shareholder backing.