RenovoRx (RNXT): AWM Reports 5.1% Beneficial Ownership

AWM Investment Company, Inc. reports beneficial ownership of 1,870,225 shares of RenovoRx common stock, representing 5.1% of the class.

Rhea-AI Filing Summary

AWM Investment Company, Inc. reports beneficial ownership of 1,870,225 shares of RenovoRx common stock, representing 5.1% of the class. AWM is the investment adviser to three funds that together hold the shares and, as adviser, holds sole voting and dispositive power over the position. The reported holdings break down to 1,064,431 shares held by Special Situations Fund III QP, 296,698 shares held by Special Situations Cayman Fund, and 509,096 shares held by Special Situations Life Sciences Fund.

The filing includes a certification that the securities are held in the ordinary course of business and were not acquired to change or influence control of the issuer.

Insights

Securities Analyst

TL;DR: Disclosure shows a >5% aggregated stake managed by AWM with sole voting and investment power, a routine but material ownership filing.

AWM's 5.1% position crosses the reporting threshold and consolidates voting and dispositive authority across three affiliated funds. This filing is informational: it updates the market on ownership concentration rather than announcing transactions, financing, or strategic changes. For investors, the key point is centralized control by an adviser over a modest but reportable stake, which can affect shareholder dynamics if combined with other holders.

Corporate Governance Expert

TL;DR: AWM holds sole voting and dispositive power for a >5% stake across affiliated funds; filing signals adviser-led control of shares.

The filing clarifies the allocation of voting and investment authority among AWM and its principals. Identification of sole voting and dispositive power is important for governance transparency because it shows who can vote shares on proxy matters. The certification that holdings are in the ordinary course reduces concerns about an immediate control intent, but the consolidated authority is relevant for board-related votes or proxy contests.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What percentage of RenovoRx (RNXT) does AWM Investment Company, Inc. report owning?

AWM reports beneficial ownership of 1,870,225 shares, representing 5.1% of the class.

Which funds hold the RenovoRx shares reported by AWM?

The shares are held by Special Situations Fund III QP (1,064,431 shares), Special Situations Cayman Fund (296,698 shares), and Special Situations Life Sciences Fund (509,096 shares).

Does AWM have voting control over the reported RenovoRx shares?

Yes. AWM, as investment adviser to the funds, reports sole voting power and sole dispositive power over the reported shares.

Was the position reported as acquired to influence control of RenovoRx?

No. The filing includes a certification that the securities are held in the ordinary course of business and were not acquired to change or influence control of the issuer.

Does the filing indicate any group affiliation or joint filing?

No. The filing indicates no shared voting or dispositive power and does not identify any group with shared ownership.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 08/14/2025 - 04:42 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

RenovoRx, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

75989R107

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 75989R107

1

Names of Reporting Persons

AWM Investment Company, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,870,225.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,870,225.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,870,225.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.1 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: AWM Investment Company, Inc., a Delaware Corporation (AWM), is the investment adviser to Special Situations Cayman Fund, L.P. (CAYMAN), Special Situations Fund III QP, L.P. (SSFQP) and Special Situations Life Sciences Fund, L.P. (SSLS). (CAYMAN, SSFQP, and SSLS will hereafter be referred to as the Funds). As the investment adviser to the Funds, AWM holds sole voting and investment power over 1,064,431 shares of Common Stock of the Issuer (the Shares) held by SSFQP, 296,698 shares of Common Stock held by CAYMAN and 509,096 shares of Common Stock held by SSLS

SCHEDULE 13G

Item 1.
(a)	Name of issuer: RenovoRx, Inc.
(b)	Address of issuer's principal executive offices: 2570 W. EL CAMINO REAL, STE. 320,, MOUNTAIN VIEW, CALIFORNIA, 94040
Item 2.
(a)	Name of person filing: The person filing this report is AWM Investment Company, Inc., a Delaware corporation (AWM), which is the investment adviser to Special Situations Cayman Fund, L.P., a Cayman Islands Limited Partnership (CAYMAN), Special Situations Fund III QP, L.P., a Delaware limited partnership (SSFQP) and Special Situations Life Sciences Fund, L.P., a Delaware limited partnership (SSLS), (CAYMAN, SSFQP, SSPE and SSLS, will hereafter be referred to as the Funds). The principal business of each Fund is to invest in equity and equity-related securities and other securities of any kind or nature. David M. Greenhouse (Greenhouse) and Adam C. Stettner (Stettner) are members of: SSCayman, L.L.C., a Delaware limited liability company (SSCAY), the general partner of CAYMAN; MGP Advisers Limited Partnership, a Delaware limited partnership (MGP), the general partner of SSFQP and LS Advisers, L.L.C., a New York limited liability company (LS). Greenhouse and Stettner are also controlling principals of AWM.
(b)	Address or principal business office or, if none, residence: The principal business address for AWM is c/o Special Situations Funds, 527 Madison Avenue, Suite 2600, New York, NY 10022.
(c)	Citizenship: AWM is a Delaware Corporation.
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 75989R107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1,870,225
(b)	Percent of class: 5.1 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: AWM is the investment adviser to each of the Funds. As the investment adviser to the Funds, AWM holds sole voting power over 1,064,,431 shares of Common Stock of the Issuer (the Shares) held by SSFQP, 296,698 shares of Common Stock held by CAYMAN and 509,096 shares of Common Stock held by SSLS. Greenhouse and Stettner are members of: SSCAY, the general partner of CAYMAN; MGP, the general partner of SSFQP; MG, the general partner of SSPE; and LS, the general partner of SSLS. Greenhouse and Stettner are also controlling principals of AWM.
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: AWM is the investment adviser to each of the Funds. As the investment adviser to the Funds, AWM holds sole investment power over 1,064,,431 shares of Common Stock of the Issuer (the Shares) held by SSFQP, 296,698 shares of Common Stock held by CAYMAN and 509,096 shares of Common Stock held by SSLS. Greenhouse and Stettner are members of: SSCAY, the general partner of CAYMAN; MGP, the general partner of SSFQP; MG, the general partner of SSPE; and LS, the general partner of SSLS. Greenhouse and Stettner are also controlling principals of AWM.
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

AWM Investment Company, Inc.

Signature:	Adam Stettner
Name/Title:	Executive Vice President
Date:	06/30/2025