RenovoRx股東週年大會通過董事選舉、股權激勵計劃擴容及核數師續聘

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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 30, 2026

 

RENOVORX,
INC.

(Exact
name of registrant as specified in its charter)

 

 
 Delaware
  
 001-40738
  
 27-1448452

 
 (State or other jurisdiction
  
 (Commission
  
 (IRS Employer

 
 of incorporation)
  
 File Number)
  
 Identification No.)

 
 

 
 2570 W. El
 Camino Real, Ste. 640
  
  

 
 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 30, 2026, RenovoRx, Inc., a Delaware corporation (the “Company”), held its 2026 annual meeting of stockholders
(the “Annual Meeting”). The number of shares of common stock, par value $0.0001 per share, of the Company entitled
to vote at the Annual Meeting (the “Voting Stock”) was 45,052,706 shares outstanding as of May 11, 2026, 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 22,825,465 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 2027 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
  
 12,954,344
  
 307,353
  
 9,563,768

 
 Ramtin
 Agah, M.D.
  
 12,954,033
  
 307,664
  
 9,563,768

 
 Kirsten
 Angela Macfarlane
  
 12,955,760
  
 305,937
  
 9,563,768

 
 Laurence
 J. Marton, M.D.
  
 12,918,203
  
 343,495
  
 9,563,767

 
 Una
 S. Ryan, O.B.E., Ph.D., D.Sc.
  
 12,887,870
  
 373,828
  
 9,563,767

 
 Robert
 J. Spiegel, M.D., FACP
  
 12,963,692
  
 298,006
  
 9,563,767

 
 

Proposal
2 – Incentive Plan Amendment Proposal

 

The
Company’s stockholders voted to approve an amendment to the Company’s Amended and Restated 2021 Omnibus Equity Incentive
Plan (the “2021 Plan”) to add 2,000,000 shares of common stock of the Company, which is equal to 4.4% of total issued
and outstanding shares, to the total number of shares of common stock reserved and available for issuance under such plan. The voting
results were as follows:

 

 
 Votes For 
 Votes Against 
 Abstentions 
 Broker Non-Votes

 
 9,666,218 
 3,565,088 
 30,391 
 9,563,768

 

 

The
form of 2021 Plan as amended to reflect the amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.

 

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, 2026. The voting
results were as follows:

 

 
 Votes For 
 Votes Against 
 Abstentions 
 Broker Non-Votes

 
 21,938,316 
 477,181 
 409,966 
 2

 

 

Item
9.01. Financial Statements and Exhibits.

 

(d)
Exhibits.

 

 
 No.
  
 Exhibit

 
 10.1
  
 Amended and Restated 2021 Omnibus Equity Incentive Plan

 
 104
  
 Cover Page Interactive Data File (formatted as Inline
 XBRL)

 
 

  

  

 

 

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 30, 2026
 By:
 /s/ Shaun R. Bagai

 
  
 Name:
 Shaun R. Bagai

 
  
 Title:
 Chief Executive Officer