RenovoRx,
Inc.
2570
West El Camino Real, Suite 640
Mountain
View, California 94040
October
16, 2026
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Life Sciences
100
F Street, NE
Washington,
D.C. 20549
Attn:
Daniel Crawford
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Re: |
RenovoRx,
Inc. |
| |
|
Application
For Withdrawal on Form RW for |
| |
|
Registration
Statement on Form S-3 |
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|
File
No. 333-291547 |
Dear
Mr. Crawford:
Pursuant
to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), RenovoRx, Inc. (the “Company”)
hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal of
the Company’s Registration Statement on Form S-3 (File No. 333-291547), together with the exhibits thereto, which was filed initially
filed with the Commission on November 14, 2025 (the “Registration Statement”), as of the date hereof or at the earliest practicable
date hereafter.
The
Registration Statement was never declared effective, and no securities were sold in connection with the offering contemplated in the
Registration Statement. Accordingly, withdrawal of the Registration Statement is consistent with the public interest and the protection
of investors, as contemplated by paragraph (a) of Rule 477.
The
Company requests that, in accordance with Rule 457(p) under the Securities Act, all fees paid to the Commission in connection with the
filing of the Registration Statement be credited to the Company’s account to be offset against the filing fee for the filing of
any future registration statements.
If
you have any questions regarding this request, please contact our counsel Lawrence A. Rosenbloom of Ellenoff, Grossman & Schole LLP
at (212) 370-1300.
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Very
truly yours, |
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|
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/s/
Mark Voll |
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Mark
Voll
|
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Chief
Financial Officer |
cc:
Lawrence A. Rosenbloom, Ellenoff Grossman & Schole LLP
