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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): February 6, 2026 (February 3, 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
February 3, 2026, Ronald B. Kocak notified the board of directors (the “Board”) of RenovoRx, Inc., a Delaware corporation
(the “Company”), his intent to resign from his position as Principal Accounting Officer of the Company, effective as of the
close of business on February 3, 2026. The circumstances of his resignation do not constitute “Good Reason” (as defined in
the Amended and Restated Change in Control and Severance Agreement, dated November 10, 2025, by and between the Company and Mr. Kocak
(the “Kocak Agreement”)). His resignation is voluntary and is not a “Qualified Termination” (as defined in the
Kocak Agreement). Mr. Kocak retains his position as Vice President and Controller and maintains his current salary for the year of 2026.
On
February 4, 2026, the Board appointed Mark Voll, a consultant to the Company, as the Company’s Chief Financial Officer, effective
immediately. As the Chief Financial Officer, Mr. Voll shall serve in the capacity as the Company’s Principal Financial and Accounting
Officer for purposes of the Company’s compliance with federal securities laws, rules and regulations and all other regulatory purposes.
In connection with his appointment, Mr. Voll entered into a Consulting Agreement with the Company on the same date (the “Voll Consulting
Agreement”).
Mr.
Voll, age 72, has more than 30 years of experience in finance and accounting and has served as Chief Financial Officer for multiple public
and private high-technology companies. Mr. Voll served as Vice President of Business Operations and Chief Financial Officer of Achronix
Semiconductor, a publicly held semiconductor company, from December 2020 to December 2021. Prior to that, he served as Chief Financial
Officer of Techpoint, Inc., a publicly held semiconductor company, from October 2019 to November 2020. From January 2016 to October 2019,
Mr. Voll served as Chief Financial Officer of Aquantia Corp., a publicly held semiconductor company, where he led the company’s
initial public offering and subsequently managed its sale. From June 2012 to January 2016, he served as Chief Financial Officer of Montage
Technology, Inc., a publicly held semiconductor company, where he led the company’s initial public offering and later managed its
sale. Mr. Voll received
a Bachelor of Science degree in Accounting from Providence College.
Pursuant
to the Consulting Agreement, Mr. Voll shall serve as the Chief Financial Officer until either the Company or Mr. Voll may terminate the
Consulting Agreement by providing at least thirty (30) days prior written notice. Mr. Voll’s relationship with the Company is that
of an independent contractor.
Mr.
Voll is entitled to compensation of $250 per hour, which will be paid 50% in cash and 50% in vesting of restricted stock units of the
Company, subject to the approval of the Company’s Compensation Committee, with the restricted stock units valued based on the closing
price on the last trading day of the month in which services were performed. Pursuant to the Consulting Agreement, subject to the approval
of the Company’s Compensation Committee, Mr. Voll shall receive an initial grant of 60,000 unvested restricted stock units, which shall vest in accordance with the foregoing. The
restricted stock units to Mr. Voll shall be subject to, and governed by, the terms and conditions of the Company’s 2021 Omnibus
Equity Incentive Plan. The Consulting Agreement includes other customary provisions, such as confidentiality, non-solicitation and reimbursement
for business-related expenses.
The
foregoing description of the Consulting Agreement 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.
There
are no arrangements or understandings between Mr. Voll and any other person pursuant to which he was elected to serve as the Chief Financial
Officer of the Company and there are no family relationships between Mr. Voll and any director or executive officer of the Company. The
Company has not entered into any transactions with Mr. Voll that are reportable pursuant to Item 404(a) of Regulation S-K.
On
February 5, 2025, the Company issued a press release announcing the appointment of Mr. Voll as the Chief Financial Officer. A copy of
the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item
9.01. |
Financial Statements and Exhibits. |
(d)
Exhibits.
| No. |
|
Exhibit |
| 10.1+ |
|
Consulting Agreement, dated February 4, 2026, by and between the Company and Mark Voll. |
| 99.1 |
|
Press Release, dated February 5, 2026. |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL) |
+
Certain information has been omitted from this exhibit pursuant to Item 601(a)(6) or Item 601(b)(10)(iv) 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:
February 6, 2026 |
By: |
/s/
Shaun Bagai |
| |
Name: |
Shaun
R. Bagai |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
RenovoRx
Appoints Experienced Public Company Executive Mark Voll as Chief Financial Officer
Appointment
Strengthens RenovoRx’s C-Suite Leadership to Support Commercial Growth of RenovoCath®
MOUNTAIN
VIEW, Calif., Feb. 05, 2026 (GLOBE NEWSWIRE) — RenovoRx, Inc. (“RenovoRx” or “the Company”) (Nasdaq:
RNXT), a life sciences company developing innovative targeted oncology therapies and commercializing RenovoCath®,
a patented, FDA-cleared drug-delivery device, is pleased to announce the appointment of Mark Voll as the Company’s Chief Financial
Officer, effective February 1, 2026.
Mr.
Voll brings more than three decades of financial leadership experience to RenovoRx, with a strong track record for guiding high-growth
public companies through periods of commercial buildout and strategic development. He has served as Chief Financial Officer for multiple
publicly traded technology companies where he successfully led corporate initiatives that scaled early growth to full commercial development.
RenovoRx’s
plans for Mr. Voll include a forward-facing role in stockholder communications as well as leveraging his extensive experience in budgeting,
strategic planning, and finance. His expertise in managing operations will be instrumental as RenovoRx continues the commercialization
of its RenovoCath drug-delivery device and simultaneously advances its Phase III TIGeR-PaC clinical trial.
“We
are thrilled to welcome Mark to the RenovoRx leadership team during this important chapter of our company’s history,” said
Shaun Bagai, Chief Executive Officer of RenovoRx. “During 2025, we moved from being solely a clinical stage company to a commercial
one as well. Mark is therefore joining us at a perfect time as we look to capitalize on our evolving model. His financial and operational
leadership experience in both public markets and high-growth organizations will play a critical role as RenovoRx continues its drive
towards sustained commercial execution.”
“I’ve
worked with many emerging growth companies in my career, and I believe that RenovoRx right now is very well positioned at the intersection
of innovation and patient impact, with a differentiated therapy platform and a clear strategic vision for transforming the lives of cancer
patients,” said Mr. Voll. “I have spent my career helping high-growth companies scale, and I am excited to bring that experience
to RenovoRx. The team has built a strong foundation and has positive momentum, and I look forward to collaborating with leadership and
the entire organization to further accelerate RenovoRx’s success.”
Throughout
his career, Mr. Voll has successfully guided companies through initial public offerings and subsequent exits, including Techwell, Inc.
(IPO in 2006, acquired by Intersil in 2010), Montage Technology (IPO in 2013, acquired by PDSTI in 2014), and Aquantia Corporation (IPO
in 2017, acquired by Marvell Technology in 2019).
Mr.
Voll will lead a finance team that will continue to include Ronald B. Kocak (who until Mr. Voll’s appointment served as principal
accounting officer of RenovoRx) for a transitional period as well as Lilly Huang, who previously worked with Mr. Voll and who recently
joined RenovoRx as Executive Director of Finance.
About
RenovoCath
Based
on its FDA clearance, RenovoCath® is intended for the isolation of blood flow and delivery of fluids, including diagnostic and/or
therapeutic agents, to select sites in the peripheral vascular system. RenovoCath is also indicated for temporary vessel occlusion in
applications including arteriography, preoperative occlusion, and chemotherapeutic drug infusion. For further information regarding our
RenovoCath Instructions for Use (“IFU”), please see: IFU-10004-Rev.-G-Universal-IFU.pdf.
About
RenovoRx, Inc.
RenovoRx,
Inc. (Nasdaq: RNXT) is a life sciences company developing innovative targeted oncology therapies and commercializing RenovoCath®,
a novel, U.S. Food and Drug Administration (FDA)-cleared local drug-delivery device, targeting high unmet medical needs. RenovoRx’s
patented Trans-Arterial Micro-Perfusion (TAMP™) therapy platform is designed for targeted therapeutic delivery across the
arterial wall near the tumor site to bathe the target tumor, while potentially minimizing a therapy’s toxicities versus systemic
intravenous therapy. RenovoRx’s novel approach to targeted treatment offers the potential for increased safety, tolerance, and
improved efficacy. The Company’s mission is to transform the lives of cancer patients by providing innovative solutions to enable
targeted delivery of diagnostic and therapeutic agents.
RenovoRx
is in the early stages of actively commercializing the TAMP therapy platform and FDA-cleared RenovoCath as a stand-alone device. In December
2024, RenovoRx announced the receipt of its first commercial purchase orders for RenovoCath devices, and for the first nine months of
2025, approximately $900,000 of revenues were generated from RenovoCath sales. Several customers have already initiated repeat orders
in parallel to RenovoRx expanding the number of medical institutions initiating new RenovoCath orders, including several esteemed, high-volume
National Cancer Institute-designated centers. To meet and satisfy the anticipated demand, RenovoRx will continue to actively explore
further revenue-generating activity, either on its own or in tandem with a medical device commercial partner.
RenovoRx
is also evaluating a novel drug-device combination oncology product candidate (intra-arterial gemcitabine delivered via RenovoCath, known
as IAG) in the ongoing Phase III TIGeR-PaC trial. IAG is being evaluated by the Center for Drug Evaluation and Research (the drug division
of the FDA) under a U.S. investigational new drug application that is regulated by the FDA’s 21 CFR 312 pathway. IAG utilizes RenovoCath,
the Company’s patented, FDA-cleared drug-delivery device, indicated for temporary vessel occlusion in applications including arteriography,
preoperative occlusion, and chemotherapeutic drug infusion.
The
combination product candidate (IAG), which is enabled by the RenovoCath device, is currently under investigation and has not been approved
for commercial sale. RenovoCath with gemcitabine received Orphan Drug Designation for pancreatic cancer and bile duct cancer, which provides
seven years of market exclusivity upon new drug application approval by the FDA.
For
more information, visit www.renovorx.com. Follow RenovoRx on Facebook, LinkedIn, and X.
Cautionary
Note Regarding Forward-Looking Statements
This
press release and statements of the Company’s management made in connection therewith contain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, including but not limited
to statements regarding (i) our clinical trials and studies, (ii) the potential for our product candidates to treat or provide clinically
meaningful outcomes for certain medical conditions or diseases, and (iii) our efforts to commercialize our RenovoCath and our TAMP technology.
Statements that are not purely historical (including, without limitation, statements regarding the anticipated benefits to the Company
of the appointment of Mr. Voll as Chief Financial Officer) are forward-looking statements. The forward-looking statements contained herein
are based upon our current expectations and beliefs regarding future events, many of which, by their nature, are inherently uncertain,
outside of our control, and involve assumptions that may never materialize or may prove to be incorrect. These may include estimates,
projections, and statements relating to our research and development plans, intellectual property development, clinical trials, our therapy
platform, business plans, financing plans, objectives, and expected operating results, which are based on current expectations and assumptions
that are subject to known and unknown risks and uncertainties that may cause actual results to differ materially and adversely from those
expressed or implied by these forward-looking statements. These statements may be identified using words such as “may,” “expects,”
“plans,” “aims,” “anticipates,” “believes,” “forecasts,” “estimates,”
“intends,” and “potential,” or the negative of these terms or other comparable terminology regarding RenovoRx’s
expectations strategy, plans, or intentions, although not all forward-looking statements contain these words. These forward-looking statements
are subject to a number of risks, uncertainties and assumptions, that could cause actual events to differ materially from those projected
or indicated by such statements, including, among other things: (i) the risk that our exploration of commercial opportunities for our
TAMP technology may not lead to viable, revenue generating operations; (ii) circumstances which would adversely impact our ability to
efficiently utilize our cash resources on hand or raise additional funding-; (iii) the timing of the initiation, progress, and potential
results (including the results of interim analyses) of our preclinical studies, clinical trials, and our research programs; (iv) the
possibility that interim results may not be predictive of the outcome of our clinical trials, which may not demonstrate sufficient safety
and efficacy to support regulatory approval of our product candidate-;(v) that the applicable regulatory authorities may disagree with
our interpretation of the data-, research, and clinical development plans and timelines, and the regulatory process for our product candidates;
(vi) future potential regulatory milestones for our product candidates, including those related to current and planned clinical studies;
(vii) our ability to use and expand our therapy platform to build a pipeline of product candidates; (viii) our ability to advance product
candidates into, and successfully complete, clinical trials; (ix) the timing or likelihood of regulatory filings and approvals; (x) our
estimates of the number of patients who suffer from the diseases we are targeting and the number of patients that may enroll in our clinical
trials; (xi) the commercialization potential of our product candidates, if approved; (xii) our ability and the potential to successfully
manufacture and supply our product candidates for clinical trials and for commercial use, if approved; (xiii) future strategic arrangements
and/or collaborations and the potential benefits of such arrangements; (xiv) our estimates regarding expenses, future revenue, capital
requirements, and needs for additional financing and our ability to obtain additional capital; (xv) the sufficiency of our existing cash
and cash equivalents to fund our future operating expenses and capital expenditure requirements; (xvi) our ability to retain the continued
service of our key personnel and to identify, and hire and retain additional qualified personnel; (xvii) the implementation of our strategic
plans for our business and product candidates; (xviii) the scope of protection we are able to establish and maintain for intellectual
property rights, including our therapy platform, product candidates, and research programs; (xix) our ability to contract with third-party
suppliers and manufacturers and their ability to perform adequately; (xx) the pricing, coverage, and reimbursement of our product candidates,
if approved; and (xxi) developments relating to our competitors and our industry, including competing product candidates and therapies.
Information regarding the foregoing and additional risks may be found in the section entitled “Risk Factors” in documents
that we file from time to time with the Securities and Exchange Commission.
Forward-looking
statements included herein are made as of the date hereof, and RenovoRx does not undertake any obligation to update publicly such forward-looking
statements to reflect subsequent events or circumstances, except as required by law.
Contact:
KCSA
Strategic Communications
Valter Pinto or Jack Perkins
T: 212-896-1254
RenovoRX@KCSA.com
