RNXT / RenovoRx, Inc. - SEC-Einreichungen, Jahresbericht, Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40738 RENOVORX

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): May 14, 2026 RENOVORX, INC. (Exac

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): May 14, 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

RenovoRx Reports Record First Quarter 2026:

RenovoRx Reports Record First Quarter 2026: Increasing Revenue by 136% Quarter-over-Quarter Q1 2026 Revenue of $563,000 Totals Over 50% of Full Year 2025 Total Revenue Active Commercial Cancer Center Customers Expand to 16 with Growing Sales Pipeline, Accelerating Adoption of the TAMP™ Therapy Platform Enabled by the RenovoCath® Device Phase III TIGeR-PaC Trial Advances Toward Completion with Full Enrollment Expected in June 2026 Ended First Quarter with $12.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

outstan UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40738 R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

8,438,790 Shares of Common Stock 2,200,000 Shares of Common Stock Issuable Upon Exercise of Pre-Funded Warrants 5,319,392 Shares of Common Stock Issuable Upon Exercise of Milestone Warrants

PROSPECTUS Filed pursuant to Rule 424(b)(3) Registration No. 333-295108 8,438,790 Shares of Common Stock 2,200,000 Shares of Common Stock Issuable Upon Exercise of Pre-Funded Warrants 5,319,392 Shares of Common Stock Issuable Upon Exercise of Milestone Warrants This prospectus relates to the resale by the selling stockholders named herein, including their transferees, assigns, pledgees or donees,

RENOVORX, INC. 2570 West El Camino Real, Suite 640 Mountain View, CA 94040

RENOVORX, INC. 2570 West El Camino Real, Suite 640 Mountain View, CA 94040 April 23, 2026 VIA EDGAR U.S. SECURITIES AND EXCHANGE COMMISSION Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Attention: Alan Campbell Re: RenovoRx, Inc. Registration Statement on Form S-3 Filed April 16, 2026 File No. 333-295108 Dear Mr. Campbell: Pursuant to Rule 461 unde

LETTER

April 22, 2026 Shaun Bagai Chief Executive Officer RenovoRx, Inc. 2570 West El Camino Real, Suite 640 Mountain View, CA 94040 Re: RenovoRx, Inc. Registration Statement on Form S-3 Filed April 16, 2026 File No. 333-295108 Dear Shaun Bagai: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceler

Security Type

Calculation of Filing Fee Tables S-3 RenovoRx, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effe

As filed with the Securities and Exchange Commission on April 16, 2026

As filed with the Securities and Exchange Commission on April 16, 2026 Registration No.

As filed with the Securities and Exchange Commission on March 31, 2026

As filed with the Securities and Exchange Commission on March 31, 2026 Registration No.

Table 1: Newly Registered Securities

Calculation of Filing Fee Tables S-8 RenovoRx, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, par value $0.0001 per share Other 1,830,696 $ 1.115 $ 2,041,226.04 0.0001381 $ 281.89 Total Offering Amo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40738 RENOVORX, INC. (Exact name o

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): March 30, 2026 RENOVORX, INC. (Ex

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): March 30, 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 Numb

RenovoRx Reports Full Year 2025 Financial Results and Provides Business Update RenovoCath® Generates $1.1 Million in 2025 Revenue in First Full Year of Commercialization Phase III TIGeR-PaC Trial on Track for Enrollment Completion by the Middle of 20

Exhibit 99.1 RenovoRx Reports Full Year 2025 Financial Results and Provides Business Update RenovoCath® Generates $1.1 Million in 2025 Revenue in First Full Year of Commercialization Phase III TIGeR-PaC Trial on Track for Enrollment Completion by the Middle of 2026, and Final Data Anticipated in 2027 With $13 Million on Hand, Company has the Funding, Business Plan, Leadership, and Infrastructure t

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): March 27, 2026 (March 24, 2026) R

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): March 27, 2026 (March 24, 2026) RENOVORX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other jurisdiction of incorporation) (Com

[Signature Page Follows]

Exhibit 10.1 Certain personally identifiable information has been omitted from this exhibit pursuant to item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted. RenovoRx, Inc. 2570 W El Camino Real, Ste. 320 Mountain View, CA 94040 www.renovorx.com March 24, 2026 Ramtin Agah, MD [***] Dear Ramtin: Further to our discussions on this topic, RenovoRx, Inc. (the “Company”)

RENOVORX, INC. PRE-FUNDED COMMON STOCK PURCHASE WARRANT

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

RenovoRx Announces $10 Million at Market Private Placement Bolstered Cash Position Expected to Capitalize the Company’s Momentum Towards Important Milestones, Including Breakeven Operations and Trial Data Oversubscribed Financing Led by Leading Life

Exhibit 99.1 RenovoRx Announces $10 Million at Market Private Placement Bolstered Cash Position Expected to Capitalize the Company’s Momentum Towards Important Milestones, Including Breakeven Operations and Trial Data Oversubscribed Financing Led by Leading Life Science Institutional Investors with Participation from Senior Management and Board Members MOUNTAIN VIEW, Calif., March 18, 2026 (GLOBE

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 17, 2026, between RenovoRx, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and condit

RENOVORX, INC. REVENUE MILESTONE WARRANT

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

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): March 23, 2026 (March 17, 2026) R

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): March 23, 2026 (March 17, 2026) RENOVORX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other jurisdiction of incorporation) (Com

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®

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 co

RENOVORX, INC. CONSULTING AGREEMENT

Exhibit 10.1 Certain information has been omitted from this exhibit pursuant to Item 601(a)(6) or Item 601(b)(10)(iv) of Regulation S-K. [***] indicates that information has been redacted. RENOVORX, INC. CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”) is entered into on this February 4, 2026 (“Effective Date”) by and among RenovoRx, Inc., a Delaware corporation, and its successors

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, 202

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)

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): January 2, 2026 (December 31, 202

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): January 2, 2026 (December 31, 2025) RENOVORX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other jurisdiction of incorporation)

As filed with the Securities and Exchange Commission on November 14, 2025

As filed with the Securities and Exchange Commission on November 14, 2025 Registration No.

Calculation of Filing Fee Table FORM S-3 (Form Type) RENOVORX, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table FORM S-3 (Form Type) RENOVORX, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule or Instruction Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities F

Up to $3,723,029 of Shares of Common Stock

Filed pursuant to Rule 424(b)(5) Registration Statement No. 333-268302 Prospectus Supplement (To Prospectus dated November 21, 2022) Up to $3,723,029 of Shares of Common Stock RenovoRx, Inc., a Delaware corporation (“RenovoRx,” the “Company,” “we,” “us” or “our”), has entered into Capital on DemandTM Sales Agreement, dated November 14, 2025 (the “Sales Agreement”) with JonesTrading Institutional S

RenovoRx, Inc. Common Stock ($0.0001 par value per share) Capital on Demand™ Sales Agreement

Exhibit 1.1 Certain personally identifiable information has been omitted from this exhibit pursuant to item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted. RenovoRx, Inc. Common Stock ($0.0001 par value per share) Capital on Demand™ Sales Agreement November 14, 2025 JonesTrading Institutional Services LLC 325 Hudson Street., 6th Floor New York, NY 10013 Ladies and

RENOVORX, INC., as [ ], as INDENTURE TRUSTEE Dated as of [ ] TABLE OF CONTENTS

Exhibit 4.12 RENOVORX, INC., as ISSUER and [ ], as INDENTURE TRUSTEE INDENTURE Dated as of [ ] TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 4 Section 1.03 Incorporation by Reference of Trust Indenture Act 4 Section 1.04 Rules of Construction 4 ARTICLE II THE SECURITIES 5 Section 2.01 Issuable in Series 5 Sec

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): November 14, 2025 RENOVORX, INC.

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): November 14, 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 N

RenovoRX, INC. AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENT

Exhibit 10.2 RenovoRX, INC. AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Amended and Restated Change in Control and Severance Agreement (the “Agreement”) is made by and between RenovoRx, Inc., a Delaware corporation (the “Company”), and Ramtin Agah (“Executive”), effective as of the Effective Date, as defined in Section 7 below. This Agreement amends and restates the Change

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40738 RENOV

RenovoRX, INC. AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENT

Exhibit 10.1 RenovoRX, INC. AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Amended and Restated Change in Control and Severance Agreement (the “Agreement”) is made by and between RenovoRx, Inc., a Delaware corporation (the “Company”), and Shaun Bagai (“Executive”), effective as of the Effective Date, as defined in Section 7 below. This Agreement amends and restates the Change

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): November 13, 2025 RENOVORX, INC.

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): November 13, 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 N

RenovoRX, INC. AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENT

Exhibit 10.4 RenovoRX, INC. AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Amended and Restated Change in Control and Severance Agreement (the “Agreement”) is made by and between RenovoRx, Inc., a Delaware corporation (the “Company”), and Leesa Gentry (“Executive”), effective as of the Effective Date, as defined in Section 7 below. This Agreement amends and restates the Change

RenovoRx Reports Third Quarter 2025 Financial Results, Including Approximately $900,000 in Year-to-Date Revenue, and Provides Business Update September 30, 2025 Cash and Cash Equivalents at $10 million Revenue Expected to Grow in 2026 and Continue to

Exhibit 99.1 RenovoRx Reports Third Quarter 2025 Financial Results, Including Approximately $900,000 in Year-to-Date Revenue, and Provides Business Update September 30, 2025 Cash and Cash Equivalents at $10 million Revenue Expected to Grow in 2026 and Continue to Offset Cash Burn Management to Host Conference Call Today at 4:30 p.m. ET MOUNTAIN VIEW, Calif. – November 13, 2025 – RenovoRx, Inc. (Na

RenovoRX, INC. AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENT

Exhibit 10.3 RenovoRX, INC. AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Amended and Restated Change in Control and Severance Agreement (the “Agreement”) is made by and between RenovoRx, Inc., a Delaware corporation (the “Company”), and Ron Kocak (“Executive”), effective as of the Effective Date, as defined in Section 7 below. This Agreement amends and restates the Change in

LETTER

August 28, 2025 Ronald B. Kocak VP Controller and Principal Accounting Officer RenovoRx, Inc. 2570 West El Camino Real, Suite 320 Mountain View, California 94040 Re: RenovoRx, Inc. Form 10-K for the fiscal year ended December 31, 2024 File No. 001-40738 Dear Ronald B. Kocak: We have completed our review of your filings. We remind you that the company and its management are responsible for the accu

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): August 14, 2025 RENOVORX, INC. (E

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): August 14, 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 Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40738 RENOVORX,

Supply Agreement, dated June 5, 2025, between RenovoRx, Inc. and Medical Murray, Inc.

Exhibit 10.2 Medical Murray Supply Agreement FINAL Certain identified information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. [***] indicates that information has been redacted. RenovoRx, Inc. and Medical Murray Inc. Supply Agreement (U.S. Sales Only) This Supply Agreement (the “Agreement”) is entered int

RenovoRx Reports Commercial Revenue Growth in the Second Quarter 2025 and Announces Positive Independent Data Monitoring Committee Recommendation to Continue Pivotal Phase III TIGeR-PaC Trial Based on Interim Data Review Revenue from RenovoCath® devi

Exhibit 99.1 RenovoRx Reports Commercial Revenue Growth in the Second Quarter 2025 and Announces Positive Independent Data Monitoring Committee Recommendation to Continue Pivotal Phase III TIGeR-PaC Trial Based on Interim Data Review Revenue from RenovoCath® device totaled over $400,000 for the Second Quarter 2025 As of June 30, 2025, the Company had $12.3 million in cash and cash equivalents Mana

Amended and Restated 2021 Omnibus Equity Incentive Plan and Forms of Stock Option Grant Notice and Option Agreement

Exhibit 10.1 RENOVORX, INC. 2021 OMNIBUS EQUITY INCENTIVE PLAN Amended and Restated on April 29, 2025 Section 1. Purpose of Plan. The name of the Plan is the RenovoRx, Inc. 2021 Omnibus Equity Incentive Plan (the “Plan”). The purposes of the Plan are to (i) provide an additional incentive to selected employees, directors, and independent contractors of the Company or its Affiliates whose contribut

RenovoRx, Inc. 2570 West El Camino Real, Suite 320 Mountain View, California 94040

RenovoRx, Inc. 2570 West El Camino Real, Suite 320 Mountain View, California 94040 VIA EDGAR August 13, 2025 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Attention: Jenn Do Vanessa Robertson Re: RenovoRx, Inc. Form 10-K for the fiscal year ended December 31, 2024 Form 10-Q for the quarterly period ended March

LETTER

July 29, 2025 Ronald B. Kocak VP Controller and Principal Accounting Officer RenovoRx, Inc. 2570 West El Camino Real, Suite 320 Mountain View, California 94040 Re: RenovoRx, Inc. Form 10-K for the fiscal year ended December 31, 2024 Form 10-Q for the quarterly period ended March 31, 2025 File No. 001-40738 Dear Ronald B. Kocak: We have reviewed your July 18, 2025 response to our comment letter and

RenovoRx, Inc. 2570 West El Camino Real, Suite 320 Mountain View, California 94040

RenovoRx, Inc. 2570 West El Camino Real, Suite 320 Mountain View, California 94040 VIA EDGAR July 18, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Jenn Do Vanessa Robertson Re: RenovoRx, Inc. Form 10-K for the fiscal year ended December 31, 2024 Form 10-Q for the quarterly period ended Marc

LETTER

July 10, 2025 Ronald B. Kocak VP Controller and Principal Accounting Officer RenovoRx, Inc. 2570 West El Camino Real, Suite 320 Mountain View, California 94040 Re: RenovoRx, Inc. Form 10-K for the fiscal year ended December 31, 2024 Form 10-Q for the quarterly period ended March 31, 2025 File No. 001-40738 Dear Ronald B. Kocak: We have limited our review of your filing to the financial statements

As filed with the Securities and Exchange Commission on June 27, 2025

As filed with the Securities and Exchange Commission on June 27, 2025 Registration No.

Fee filing table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) RenovoRx, Inc. (Exact name of registrant as specified in its charter) Table 1 - Newly Registered Securities Fees Previously Paid Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock,

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) REN

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) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40738 RENOVORX,

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): May 15, 2025 RENOVORX, INC. (Exac

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): May 15, 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

RenovoRx Reports First Quarter 2025 Financial Results and Business Highlights Q1 2025 RenovoCath® Revenues of ~$200,000, Exceeding Expectations and Anticipated to Continue Growing Sequentially with New Customer Purchase Orders and Reorders Cash on Ha

Exhibit 99.1 RenovoRx Reports First Quarter 2025 Financial Results and Business Highlights Q1 2025 RenovoCath® Revenues of ~$200,000, Exceeding Expectations and Anticipated to Continue Growing Sequentially with New Customer Purchase Orders and Reorders Cash on Hand of $14.6 Million Anticipated to Fully Fund both RenovoCath Commercialization Scale-up and Continued Progress Towards the Completion of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Results of Operations and Financial Condition, Other Events, Financial Statements and Exhibits

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): April 1, 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 Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40738 RENOVORX, INC. (Exact name o

RenovoRx Reports Initial Revenues from RenovoCath® Commercialization, and Provides Update on Ongoing Pivotal Phase III TIGeR-PaC Clinical Trial Revenues from RenovoCath Expected to Grow Sequentially During 2025 with Expansion of New Customer Purchase

Exhibit 99.1 RenovoRx Reports Initial Revenues from RenovoCath® Commercialization, and Provides Update on Ongoing Pivotal Phase III TIGeR-PaC Clinical Trial Revenues from RenovoCath Expected to Grow Sequentially During 2025 with Expansion of New Customer Purchase Orders and Customer Reorders Completion of TIGeR-PaC Clinical Trial Enrollment and Review of Second Interim Analysis by Data Monitoring

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe

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 10, 2025 (February 6, 20

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 10, 2025 (February 6, 2025) RENOVORX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other jurisdiction of incorporation)

RenovoRx Announces Proposed Public Offering February 6, 2025

Exhibit 99.1 RenovoRx Announces Proposed Public Offering February 6, 2025 MOUNTAIN VIEW, Calif.—(BUSINESS WIRE)— RenovoRx, Inc. (“RenovoRx” or the “Company”) (Nasdaq: RNXT), a life sciences company developing novel targeted oncology therapies and commercializing RenovoCath®, a novel, FDA-cleared delivery platform, today announced that it has commenced an underwritten public offering of shares of i

Form of Underwriter Warrant issued in February 2025 Public Offering

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR TH

11,523,810 Shares of Common Stock

PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (to Prospectus dated November 21, 2022) File No.

Underwriting Agreement, dated February 6, 2025, by and between RenovoRx, Inc. and Titan Partners Group LLC, a division of American Capital Partners, LLC.

Exhibit 1.1 Execution Version renovorx, inc. 11,523,810 SHARES OF COMMON STOCK Underwriting Agreement February 6, 2025 Titan Partners Group LLC, a division of American Capital Partners, LLC As the Representative of the several Underwriters listed in Schedule A hereto 4 World Trade Center, 29th Floor New York, NY 10007 Ladies and Gentlemen: RenovoRx, Inc., a Delaware corporation (the “Company”), co

RenovoRx Announces Pricing of $12.1 Million Underwritten Public Offering of Common Stock February 6, 2025

Exhibit 99-2 RenovoRx Announces Pricing of $12.1 Million Underwritten Public Offering of Common Stock February 6, 2025 MOUNTAIN VIEW, Calif.—(BUSINESS WIRE)— RenovoRx, Inc. (“RenovoRx” or the “Company”) (Nasdaq: RNXT), a life sciences company developing novel targeted oncology therapies and commercializing RenovoCath®, a novel, FDA-cleared delivery platform, today announced the pricing of a firm c

Shares of Common Stock Pre-Funded Warrants to Purchase Shares of Common Stock

The information in this preliminary prospectus supplement and the accompanying base prospectus is not complete and may be changed.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 14, 2024 RENOVORX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other jurisdiction of incorporation) (Commission File N

RenovoRx Reports Third Quarter 2024 Financial Results and Operational Highlights Near-Term Revenue Potential with Commercialization Plan for FDA-Cleared RenovoCath® Delivery System in Both Direct and Commercial Partner Channels Renowned Clinical Onco

Exhibit 99.1 RenovoRx Reports Third Quarter 2024 Financial Results and Operational Highlights Near-Term Revenue Potential with Commercialization Plan for FDA-Cleared RenovoCath® Delivery System in Both Direct and Commercial Partner Channels Renowned Clinical Oncology Sites Participating in Ongoing Pivotal Phase III TIGeR-PaC Clinical Trial; Trial Moving Towards Next Interim Analysis and Full Enrol

Common Stock Purchase Warrant Issued to Medical Murray, Inc., dated September 25, 2024

Exhibit 4.14 CERTAIN IDENTIFIED INFORMATION (INDICATED BY “***”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40738 RENOV

Other Events, Financial Statements and Exhibits

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): September 25, 2024 RenovoRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other Jurisdiction of Incorporation) (Commission File

RenovoRx Increases Production of FDA-Cleared RenovoCath® Delivery System in Response to Strong Demand from Oncology and Interventional Radiology Physicians Company expands relationship with manufacturing partner Medical Murray, and continues active e

Exhibit 99.1 RenovoRx Increases Production of FDA-Cleared RenovoCath® Delivery System in Response to Strong Demand from Oncology and Interventional Radiology Physicians Company expands relationship with manufacturing partner Medical Murray, and continues active exploration of standalone opportunities for RenovoCath LOS ALTOS, CA – September 25, 2024 – RenovoRx, Inc. (“RenovoRx” or the “Company”) (

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): August 16, 2024 (August 12, 2024)

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): August 16, 2024 (August 12, 2024) RenovoRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other Jurisdiction of Incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40738 RENOVORX,

Change in Control and Severance Agreement, by and between RenovoRx, Inc. and Ron Kocak, effective as of June 6, 2024

Exhibit 10.1 RenovoRX, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (the “Agreement”) is made by and between RenovoRx, Inc., a Delaware corporation (the “Company”), and Ron Kocak (“Executive”), effective as of the Effective Date, as defined in Section 7 below. This Agreement provides certain protections to Executive in connection with an involuntary

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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 7, 2024 (June 6, 2024) RenovoRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other jurisdiction (Commission (I.R.S. Employ

6,133,414 Shares of Common Stock 6,645,354 Shares of Common Stock Issuable Upon Exercise of Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-278841 PROSPECTUS 6,133,414 Shares of Common Stock 6,645,354 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus relates to the resale by the selling stockholders named herein, including their transferees, assigns, pledgees or donees, or their respective successors, of up to (i) 6,133,414 shares (the “Shares”) of our commo

6,960,864 Shares of Common Stock 951,500 Shares of Common Stock Issuable Upon Exercise of Pre-Funded Warrant 7,912,364 Shares of Common Stock Issuable Upon Exercise of Series A Warrants 3,956,182 Shares of Common Stock Issuable Upon Exercise of Serie

Filed Pursuant to Rule 424(b)(3) Registration No. 333-278964 PROSPECTUS 6,960,864 Shares of Common Stock 951,500 Shares of Common Stock Issuable Upon Exercise of Pre-Funded Warrant 7,912,364 Shares of Common Stock Issuable Upon Exercise of Series A Warrants 3,956,182 Shares of Common Stock Issuable Upon Exercise of Series B Warrants 701,243 Shares of Common Stock Issuable Upon Exercise of Placemen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40738 RENOVORX,

RENOVORX, INC. 4546 El Camino Real, Suite B1 Los Altos, CA 94022

RENOVORX, INC. 4546 El Camino Real, Suite B1 Los Altos, CA 94022 May 8, 2024 VIA EDGAR U.S. SECURITIES AND EXCHANGE COMMISSION Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Attention: Chris Edwards Re: RenovoRx, Inc. Registration Statement on Form S-3 Filed April 19, 2024 File No. 333-278841 Dear Mr. Edwards: Pursuant to Rule 461 under the Securiti

RENOVORX, INC. 4546 El Camino Real, Suite B1 Los Altos, CA 94022

RENOVORX, INC. 4546 El Camino Real, Suite B1 Los Altos, CA 94022 May 8, 2024 VIA EDGAR U.S. SECURITIES AND EXCHANGE COMMISSION Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Attention: Tamika Sheppard Re: RenovoRx, Inc. Registration Statement on Form S-3 Filed April 26, 2024 File No. 333-278964 Dear Ms. Sheppard: Pursuant to Rule 461 under the Secur

Letter from Baker Tilly US, LLP, dated May 3, 2024

Exhibit 16.1 Baker Tilly US, LLP 18500 Von Karman Ave, 10th Fl. Irvine, CA 92612 United States of America T: +1 (949) 222 2999 F: +1 (949) 222 2989 bakertilly.com May 3, 2024 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Dear Ladies and Gentleman: We are the independent registered public accounting firm for RenovoRx, Inc. (the “Company”). We have read the Company’s discl

Changes in Registrant's Certifying Accountant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): May 3, 2024 (April 29, 2024) RenovoRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other Jurisdiction of Incorporation) (Commis

LETTER

United States securities and exchange commission logo May 1, 2024 Shaun Bagai Chief Executive Officer RenovoRx, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

As filed with the Securities and Exchange Commission on April 26, 2024

As filed with the Securities and Exchange Commission on April 26, 2024 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table S-3 (Form Type) RenovoRx, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock 457 (c) 20

LETTER

United States securities and exchange commission logo April 24, 2024 Shaun R. Bagai Chief Executive Officer RenovoRx, Inc. 4546 El Camino Real, Suite B1 Los Altos, CA 94022 Re: RenovoRx, Inc. Registration Statement on Form S-3 Filed April 19, 2024 File No. 333-278841 Dear Shaun R. Bagai: This is to advise you that we have not reviewed and will not review your registration statement. Please refer t

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table S-3 (Form Type) RenovoRx, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock 457 (c) 12

As filed with the Securities and Exchange Commission on April 19. 2024

As filed with the Securities and Exchange Commission on April 19. 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RenovoRx, Inc. (Exact name of Registrant as specified in its charter) Delaware 27-1448452 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer

RenovoRx Regains Compliance with Nasdaq Stockholders’ Equity Requirement

Exhibit 99.1 RenovoRx Regains Compliance with Nasdaq Stockholders’ Equity Requirement LOS ALTOS, CA – April 18, 2024 – RenovoRx, Inc. (“RenovoRx” or the “Company”) (Nasdaq: RNXT), a clinical-stage biopharmaceutical company developing novel precision oncology therapies based on a local drug-delivery platform, today announced that, in light of its recent successful fundraising activity, it has recei

Other Events, Financial Statements and Exhibits

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): April 18, 2024 (April 17, 2024) RenovoRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other Jurisdiction of Incorporation) (Com

Other Events

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): April 16, 2024 RenovoRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other Jurisdiction of Incorporation) (Commission File Numb

Form of Pre-Funded Common Stock Purchase Warrant of RenovoRx, Inc.

Exhibit 10.2 THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1)

Form of Series B Warrant to Purchase Common Stock of RenovoRx, Inc.

Exhibit 10.4 Warrant Number B- THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANS

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

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): April 15, 2024 (April 11, 2024) RenovoRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other Jurisdiction of Incorporation) (Com

RenovoRx Closes $11.1 Million Private Placement, Providing Cash Runway into 2026 With $17.2 million in gross proceeds raised since the beginning of 2024, RenovoRx has sufficient funding to advance pivotal Phase III clinical trial and expand developme

Exhibit 99.1 RenovoRx Closes $11.1 Million Private Placement, Providing Cash Runway into 2026 With $17.2 million in gross proceeds raised since the beginning of 2024, RenovoRx has sufficient funding to advance pivotal Phase III clinical trial and expand development pipeline into additional cancer indications LOS ALTOS, CA – April 15, 2024 – RenovoRx, Inc. (“RenovoRx” or the “Company”) (Nasdaq: RNX

Form of Subscription Agreement

Exhibit 10.1 FORM OF SUBSCRIPTION AGREEMENT RenovoRx, Inc. 4546 El Camino Real, Suite B1 Los Altos, CA 94022 Ladies and Gentlemen: All initially capitalized terms not otherwise defined herein shall have the meanings given to those terms in Schedule I annexed hereto. 1. Subscription. (a) The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Ren

Form of Series A Warrant to Purchase Common Stock of RenovoRx, Inc.

Exhibit 10.3 Warrant Number A- THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANS

Form of Placement Agent Warrant to Purchase Common Stock of RenovoRx, Inc.

Exhibit 10.5 Warrant Number PA- THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRAN

As filed with the Securities and Exchange Commission on April 12, 2024

As filed with the Securities and Exchange Commission on April 12, 2024 Registration No.

Fee filing table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) RenovoRx, Inc. (Exact name of registrant as specified in its charter) Table 1 - Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.0001 per

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

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): April 9, 2024 (April 4, 2024) RenovoRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other Jurisdiction of Incorporation) (Commi

RenovoRx Announces $11.1 Million At Market Private Placement

Exhibit 99.1 RenovoRx Announces $11.1 Million At Market Private Placement ● Cash position now expected to fund current operating plan into 2026 ● Financing provides cash runway to advance the ongoing pivotal Phase III TIGeR-PaC trial through the second interim readout and towards completion of the trial ● Financing also enables the expansion of RenovoRx’s TAMPTM (Trans-Arterial Micro-Perfusion) cl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40738 RENOVORX, INC. (Exact name o

Amended and Restated Outside Director Compensation Policy

Exhibit 10.3 RenovoRx, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Initially Adopted and Approved by the Board of Directors on September 30, 2021; amended and restated September 29, 2022; most recently amended and restated September 7, 2023 (the “Restatement Date”) RenovoRx, Inc. (the “Company”) believes that providing cash and equity compensation to its members of the Board of Directors (the “Board

Insider Trading Policy

Exhibit 19.1 RENOVORX, INC. INSIDER TRADING POLICY (As Amended on September 7, 2023) 1. PURPOSE This Insider Trading Policy (this “Policy”) states the policy with respect to transactions in the securities of RenovoRx, Inc. (the “Company”), and the handling of confidential information about the Company and other companies with which the Company does business. The Company’s Board of Directors has ad

Policy Related to Recovery of Erroneously Awarded Compensation, adopted September 7, 2023

Exhibit 97.1 renovorx, Inc. COMPENSATION RECOVERY POLICY As adopted on September 7, 2023 RenovoRx, Inc. (the “Company”) is committed to strong corporate governance. As part of this commitment, the Company’s Board of Directors (the “Board”) has adopted this clawback policy called the Compensation Recovery Policy (the “Policy”). The Policy is intended to further the Company’s pay-for-performance phi

Amended and Restated Offer Letter, by and between RenovoRx, Inc. and Leesa Gentry

Exhibit 10.1 RenovoRx 4546 El Camino Real, Ste. B1 Los Altos, CA 94022 www.renovorx.com March 8, 2024 Leesa Gentry Re: Amended and Restated Offer Letter Dear Leesa: This Amended and Restated Offer Letter amends, restates and replaces that certain offer letter, dated March 21, 2023 (the “Original Offer Letter”), between yourself and RenovoRx, Inc. (the “Company”). Upon the mutual execution of this

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 14, 2024 (March 8, 2024) RenovoRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other Jurisdiction of Incorporation) (Comm

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 23, 2024 (February 16, 2024) RenovoRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other Jurisdiction of Incorporation

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 9, 2024 (February 5, 2024) RenovoRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other Jurisdiction of Incorporation)

Amended and Restated Offer Letter, by and between RenovoRx, Inc. and Ronald B. Kocak

Exhibit 10.1 RenovoRx 4546 El Camino Real, Ste. B1 Los Altos, CA 94022 www.renovorx.com February 9, 2024 Ronald B. Kocak, CPA, CGMA 43092 Binkley Circle Leesburg, VA 20176 Re: Amended and Restated Offer Letter Dear Ron: This Amended and Restated Offer Letter amends, restates and replaces that certain offer letter, dated July 18, 2022 (the “Original Offer Letter”), between yourself and RenovoRx, In

Form of Subscription Agreement

Exhibit 10.1 SUBSCRIPTION AGREEMENT RenovoRx, Inc. 4546 El Camino Real, Suite B1 Los Altos, CA 94022 Ladies and Gentlemen: All initially capitalized terms not otherwise defined herein shall have the meanings given to those terms in Schedule I annexed hereto. 1. Subscription. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from RenovoRx, Inc.,

Warrant to Purchase Common Stock of RenovoRx, Inc.

Exhibit 10.3 Warrant Number THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFER

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 29, 2024 (January 25, 2024) RenovoRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other Jurisdiction of Incorporation)

RenovoRx Closes $6.1 Million Private Placement With Material Participation From Insiders, Offering Proceeds to Help Drive Company Towards Second Interim Analysis of the Pivotal TIGeR-PaC Phase III Clinical Trial by Late 2024

Exhibit 99.1 RenovoRx Closes $6.1 Million Private Placement With Material Participation From Insiders, Offering Proceeds to Help Drive Company Towards Second Interim Analysis of the Pivotal TIGeR-PaC Phase III Clinical Trial by Late 2024 LOS ALTOS, Calif. – January 29, 2024 – RenovoRx, Inc. (“RenovoRx” or the “Company”) (Nasdaq: RNXT), a clinical-stage biopharmaceutical company developing novel pr

RenovoRx Placement Agent Warrant

Exhibit 10.5 THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1)

Offering Extension

Exhibit 10.2 RenovoRx, Inc. 4546 El Camino Real, Suite B1 Los Altos, CA 94022 January 12, 2024 Re: Extension of Offering/Placement Agent Participants Thank you for your interest in the RenovoRx, Inc. (the “Company”) private placement offering (the “Offering”). We are writing to inform you that pursuant to Section 2 of the Subscription Agreement for the Offering the Company has decided to extend th

Placement Agent Agreement, by and between RenovoRx, Inc. and Paulson Investment Company, LLC, dated November 14, 2023

Exhibit 10.4 November 14, 2023 STRICTLY CONFIDENTIAL Shaun Bagai RenovoRx, Inc. 4546 El Camino Real, Suite B1 Los Altos, CA 94022 PLACEMENT AGENT AGREEMENT This Placement Agent Agreement (“Agreement”) is made by and between RenovoRx Inc., a Delaware corporation (the “Company”), and Paulson Investment Company, LLC, a Delaware limited liability company (the “Placement Agent”), as of the date first a

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): January 2, 2024 (December 26, 202

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): January 2, 2024 (December 26, 2023) RenovoRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other Jurisdiction of Incorporation)

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): December 18, 2023 (December 15, 2

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): December 18, 2023 (December 15, 2023) RenovoRx, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other Jurisdiction of Incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of

RenovoRx Reports Third Quarter 2023 Financial Results and Operational Highlights Collaboration with Imugene further validates TAMPTM (Trans-Arterial Micro-Perfusion) and will expand use of RenovoRx’s delivery platform beyond chemotherapy to immunothe

Exhibit 99.1 RenovoRx Reports Third Quarter 2023 Financial Results and Operational Highlights Collaboration with Imugene further validates TAMPTM (Trans-Arterial Micro-Perfusion) and will expand use of RenovoRx’s delivery platform beyond chemotherapy to immunotherapy. The TAMP therapy platform is in a Phase III clinical trial for the treatment of Pancreatic Cancer, interim analysis was completed i

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): November 14, 2023 RENOVORX, INC.

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): November 14, 2023 RENOVORX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended SEPTEMBER 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40738 RENOV

Outside Director Compensation Policy

Exhibit 10.4 RenovoRx, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Initially Adopted and Approved by the Board of Directors on September 30, 2021; amended and restated September 29, 2022; most recently amended and restated September 7, 2023 (the “Restatement Date”) RenovoRx, Inc. (the “Company”) believes that providing cash and equity compensation to its members of the Board of Directors (the “Board

Other Events

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): October 31, 2023 RENOVORX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other jurisdiction of incorporation) (Commission File Nu

Amended and Restated Bylaws of RenovoRx, Inc.

Exhibit 3.1 RENOVORX, INC. a Delaware Corporation (the “Corporation”) AMENDED AND RESTATED BYLAWS As Adopted March 24, 2022 As Amended September 7, 2023 ARTICLE I MEETINGS OF STOCKHOLDERS Section 1.1 Place of Meetings. Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the board of directors of the Corporation (the “Board of Directors”). The

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): September 7, 2023 RENOVORX, INC.

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): September 7, 2023 RENOVORX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other jurisdiction of incorporation) (Commission File N

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): August 21, 2023 RENOVORX, INC. (E

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): August 21, 2023 RENOVORX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other jurisdiction of incorporation) (Commission File Num

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): August 17, 2023 RENOVORX, INC. (E

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): August 17, 2023 RENOVORX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other jurisdiction of incorporation) (Commission File Num

RenovoRx Reports Second Quarter 2023 Financial Results and Operational Highlights Presented positive Phase III TIGeR-PaC interim study results observing 8-month delay in cancer progression, concordant with 6-month overall survival benefit and 65% red

Exhibit 99.1 RenovoRx Reports Second Quarter 2023 Financial Results and Operational Highlights Presented positive Phase III TIGeR-PaC interim study results observing 8-month delay in cancer progression, concordant with 6-month overall survival benefit and 65% reduction in adverse effects over standard of care. Announced collaboration with Imugene to explore delivery of oncolytic virus therapy usin

Form of Amendment to Change of Control and Severance Agreement, dated June 1, 2023

Exhibit 10.3 AMENDMENT TO CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Amendment to the Change in Control Severance Agreement (this “Amendment”) is entered into as of (the “Effective Date”) by and between (“Executive”) and RenovoRx, Inc. (the “Company” and together with Executive, the “Parties”) on the dates set forth below. WHEREAS, the Parties previously entered into a Change in Control and Se

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended JUNE 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40738 RENOVORX,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER 001-40738 CUSIP NUMBER 75989R 107 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Press Release, dated June 29, 2023

Exhibit 99.1

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 29, 2023 RENOVORX, INC. (Exa

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 29, 2023 RENOVORX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other jurisdiction of incorporation) (Commission File Numbe

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 9, 2023 RENOVORX, INC. (Exac

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 9, 2023 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

Secondary Offering of 1,947,040 Shares of Common Stock Issuable Upon Exercise of Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-271882 PROSPECTUS Secondary Offering of 1,947,040 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus relates to the resale by the selling stockholder named herein, including its transferees, pledgees or donees, or their respective successors, of up to 1,947,040 shares (the “Shares”) of our common stock, par value $0.0001

RenovoRx, Inc. 4546 El Camino Real, Suite B1 Los Altos, California 94022 May 17, 2023

RenovoRx, Inc. 4546 El Camino Real, Suite B1 Los Altos, California 94022 May 17, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: RenovoRx, Inc. Registration Statement on Form S-3 Filed May 12, 2023 File No. 333-271882 Acceleration Request Requested Date: May 19, 2023 Requested Time: 4:00 p.m. Eastern Time, or as soon t

LETTER

United States securities and exchange commission logo May 16, 2023 Shaun Bagai Chief Executive Officer RenovoRx, Inc.

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): May 15, 2023 RENOVORX, INC. (Exac

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): May 15, 2023 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

RenovoRx Reports First Quarter 2023 Financial Results and Operational Highlights Announced Phase III Interim Study Analysis Results: 60% Survival Benefit and Greater than 65% Reduction in Side Effects with RenovoGemTM Compared to Systemic Chemotherap

Exhibit 99.1 RenovoRx Reports First Quarter 2023 Financial Results and Operational Highlights Announced Phase III Interim Study Analysis Results: 60% Survival Benefit and Greater than 65% Reduction in Side Effects with RenovoGemTM Compared to Systemic Chemotherapy in Pancreatic Cancer Los Altos, CA, May 15, 2023 - RenovoRx, Inc. (“RenovoRx” or the “Company”) (Nasdaq: RNXT), a biopharmaceutical com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended MARCH 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40738 RENOVORX,

As filed with the Securities and Exchange Commission on May 12, 2023

As filed with the Securities and Exchange Commission on May 12, 2023 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 RENOVORX, INC. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Stat

RenovoRx Appoints Former Chief Medical Officer of Schering-Plough, Robert J. Spiegel, MD, FACP, to Board of Directors

Exhibit 99.1 RenovoRx Appoints Former Chief Medical Officer of Schering-Plough, Robert J. Spiegel, MD, FACP, to Board of Directors Los Altos, CA, April 27, 2023 - RenovoRx, Inc. (“RenovoRx” or the “Company”) (Nasdaq: RNXT), a biopharmaceutical company focused on targeted drug-delivery with an initial application in locally advanced pancreatic cancer (LAPC), announced today that Robert J. Spiegel,

Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): April 27, 2023 (April 25, 2023) RENOVORX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other jurisdiction of incorporation) (Com

RenovoRx, Inc. Announces $5 Million Registered Direct Offering Priced At-The-Market under Nasdaq Rules

Exhibit 99.1 RenovoRx, Inc. Announces $5 Million Registered Direct Offering Priced At-The-Market under Nasdaq Rules LOS ALTOS, Calif., March 30, 2023 — RenovoRx, Inc. (the “Company”) (Nasdaq: RNXT), a biopharmaceutical company focused on the localized treatment of solid tumors, today announced that it has entered into a definitive securities purchase agreement with a certain institutional investor

Form of Common Stock Purchase Warrant

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

As filed with the Securities and Exchange Commission on March 31, 2023

As filed with the Securities and Exchange Commission on March 31, 2023 Registration No.

Form of Placement Agency Agreement by and between RenovoRx, Inc. and Roth Capital Partners, LLC, dated March 30, 2023

Exhibit 10.1 PLACEMENT AGENCY AGREEMENT March 30, 2023 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), RenovoRx, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $4,999,942.96 of registered and unregistered securities of th

Form of Pre-Funded Common Stock Purchase Warrant

Exhibit 4.1 PREFUNDED COMMON STOCK PURCHASE WARRANT RenovoRx, Inc. Warrant Shares: Initial Exercise Date: April , 2023 THIS PREFUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): March 30, 2023 RENOVORX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other jurisdiction of incorporation) (Commission File Numb

Form of Securities Purchase Agreement

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 30, 2023, between RenovoRx, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fort

1,000,000 SHARES OF COMMON STOCK PRE-FUNDED WARRANTS TO PURCHASE UP TO 557,632 SHARES OF COMMON STOCK

Filed Pursuant to Rule 424(b)(5) File No. 333- 268302 PROSPECTUS SUPPLEMENT (to Prospectus dated November 21, 2022) 1,000,000 SHARES OF COMMON STOCK PRE-FUNDED WARRANTS TO PURCHASE UP TO 557,632 SHARES OF COMMON STOCK We are offering 1,000,000 shares (“Shares”) of our common stock, par value $0.0001 per share, and pre-funded warrants (“Pre-funded Warrants”) to purchase up to 557,632 shares of comm

Amended and Restated Outside Director Compensation Policy

Exhibit 10.3 RenovoRx, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Initially Adopted and Approved by the Board of Directors on September 30, 2021; most recently amended and restated September 29, 2022 (the “Restatement Date”) RenovoRx, Inc. (the “Company”) believes that providing cash and equity compensation to its members of the Board of Directors (the “Board,” and members of the Board, the “Direct

Fee filing table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) RenovoRx, Inc. (Exact name of registrant as specified in its charter) Table 1 - Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.0001 per

As filed with the Securities and Exchange Commission on March 31, 2023

S-8 1 forms-8.htm As filed with the Securities and Exchange Commission on March 31, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RENOVORX, INC. (Exact name of registrant as specified in its charter) Delaware 27-1448452 (State or other jurisdiction of incorporation or organization)

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-40738 RENOVORX, INC. (Exact name o

RenovoRx Reports Full Year 2022 Financial Results and Achievement of Important Phase III Clinical Study Milestone First of Two Planned Interim Analyses Triggered Company and Data Monitoring Committee Conducting Review Results of Analysis Forthcoming

Exhibit 99.1 RenovoRx Reports Full Year 2022 Financial Results and Achievement of Important Phase III Clinical Study Milestone First of Two Planned Interim Analyses Triggered Company and Data Monitoring Committee Conducting Review Results of Analysis Forthcoming Los Altos, CA, March 2, 2023 - RenovoRx, Inc. (“RenovoRx” or the “Company”) (Nasdaq: RNXT), a biopharmaceutical company focused on the lo

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): March 2, 2023 RENOVORX, INC. (Exa

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): March 2, 2023 RENOVORX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other jurisdiction (Commission (I.R.S. Employer of incorpor

RNXT / RenovoRx, Inc. / Agah Ramtin Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES 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, $0.0001 par value per share (Title of Class of Securities) 75989R 107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

Other Events, Financial Statements and Exhibits

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): January 18, 2023 RENOVORX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other jurisdiction of incorporation) (Commission File Nu

RenovoRx Announces Initial Results in Pharmacokinetic (PK) Substudy: Data on RenovoGemTM Supports Potential for RenovoTAMP® Therapy Platform to Increase Local Gemcitabine (Chemotherapy) Delivery and Decrease Side Effects of Pancreatic Cancer Treatmen

Exhibit 99.1 RenovoRx Announces Initial Results in Pharmacokinetic (PK) Substudy: Data on RenovoGemTM Supports Potential for RenovoTAMP® Therapy Platform to Increase Local Gemcitabine (Chemotherapy) Delivery and Decrease Side Effects of Pancreatic Cancer Treatment Researchers presenting four abstracts on different substudies, including the preliminary PK substudy, at the ASCO GI Cancers Symposium

Primary Offering of 2,786,995 Shares of Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 708,820 Warrants to Purchase Shares of Common Stock and 2,786,995 Shares of Common Stock

424B3 1 form424b3.htm Filed Pursuant to Rule 424(b)(3) Registration No. 333-268316 PROSPECTUS Primary Offering of 2,786,995 Shares of Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 708,820 Warrants to Purchase Shares of Common Stock and 2,786,995 Shares of Common Stock This registration statement relates to the registration by us of up to 2,786,995 shares of our Common Stock

RenovoRx, Inc. 4546 El Camino Real, Suite B1 Los Altos, California 94022 November 18, 2022

RenovoRx, Inc. 4546 El Camino Real, Suite B1 Los Altos, California 94022 November 18, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: RenovoRx, Inc. Registration Statement on Form S-1 Filed November 10, 2022 File No. 333-268316 Acceleration Request Requested Date: November 21, 2022 Requested Time: 4:00 p.m. Eastern Tim

RenovoRx, Inc. 4546 El Camino Real, Suite B1 Los Altos, California 94022 November 18, 2022

RenovoRx, Inc. 4546 El Camino Real, Suite B1 Los Altos, California 94022 November 18, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: RenovoRx, Inc. Registration Statement on Form S-3 Filed November 10, 2022 File No. 333-268302 Acceleration Request Requested Date: November 21, 2022 Requested Time: 4:00 p.m. Eastern Tim

LETTER

United States securities and exchange commission logo November 16, 2022 Shaun Bagai Chief Executive Officer RenovoRx, Inc.

LETTER

United States securities and exchange commission logo November 16, 2022 Shaun Bagai Chief Executive Officer RenovoRx, Inc.

RenovoRx Reports Third Quarter 2022 Financial Results

Exhibit 99.1 RenovoRx Reports Third Quarter 2022 Financial Results Los Altos, CA, November 14, 2022 - RenovoRx, Inc. (Nasdaq: RNXT), a biopharmaceutical company focused on the localized treatment of difficult-to-treat solid tumors through its proprietary RenovoRx Trans-Arterial Micro-Perfusion (RenovoTAMP?) therapy platform, today reported its financial results for the quarter ended September 30,

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 14, 2022 RENOVORX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other jurisdiction of incorporation) (Commission File N

Outside Director Compensation Policy

Exhibit 10.3 RenovoRx, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Initially Adopted and Approved by the Board of Directors on September 30, 2021; most recently amended and restated September 29, 2022 (the ?Restatement Date?) RenovoRx, Inc. (the ?Company?) believes that providing cash and equity compensation to its members of the Board of Directors (the ?Board,? and members of the Board, the ?Direct

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended SEPTEMBER 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40738 RENOV

As filed with the Securities and Exchange Commission on November 10, 2022

As filed with the Securities and Exchange Commission on November 10, 2022 Registration No.

As filed with the Securities and Exchange Commission on November 10, 2022

As filed with the Securities and Exchange Commission on November 10, 2022 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) RENOVORX, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry For

Filing Fee Table

EX-FILING FEES 5 ex107.htm Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) RenovoRx, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Fee R

Form of Indenture

Exhibit 4.8 RenovoRx, INC. INDENTURE Dated as of , 20 [] Trustee TABLE OF CONTENTS Article I DEFINITIONS AND INCORPORATION BY REFERENCE 6 Section 1.1 Definitions. 6 Section 1.2 Other Definitions. 8 Section 1.3 Incorporation by Reference of Trust Indenture Act. 9 Section 1.4 Rules of Construction. 9 Article II THE SECURITIES 9 Section 2.1 Issuable in Series. 9 Section 2.2 Establishment of Terms of

Offer Letter between RenovoRx, Inc. and Angela Gill Nelms

Exhibit 10.1 RenovoRx 4546 El Camino Real, Ste. B1 Los Altos, CA 94022 www.renovorx.com AUGUST 15, 2022 Angela Nelms [Contact information on file with the Company] Via Email Re: Offer of Employment with RenovoRx, Inc. Dear Angela: I am pleased to offer you a position with RenovoRx, Inc. (the ?Company?), with a start date of September 19, 2022 (the ?Start Date?). 1. Title; Position; Location. You w

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): September 19, 2022 RENOVORX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other jurisdiction of incorporation) (Commission File

Change in Control and Severance Agreement by and between RenovoRx, Inc. and Angela Gill Nelms, dated August 17, 2022

Exhibit 10.2 RenovoRX, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (the ?Agreement?) is made by and between RenovoRx, Inc., a Delaware corporation (the ?Company?), and Angela Gill Nelms (?Executive?), effective as of the Effective Date, as defined in Section 7 below. This Agreement provides certain protections to Executive in connection with an inv

RenovoRx Appoints Angela Gill Nelms as Chief Operating Officer

Exhibit 99.1 RenovoRx Appoints Angela Gill Nelms as Chief Operating Officer Los Altos, CA, September 19, 2022 - RenovoRx, Inc. (Nasdaq: RNXT), a biopharmaceutical company focused on the localized treatment of difficult-to-treat solid tumors through its proprietary RenovoRx Trans-Arterial Micro-Perfusion (RenovoTAMP?) therapy platform, today announced that Angela Gill Nelms has joined the company a

RenovoRx Reports Second Quarter 2022 Financial Results

Exhibit 99.1 RenovoRx Reports Second Quarter 2022 Financial Results Los Altos, CA, August 15, 2022 - RenovoRx, Inc. (Nasdaq: RNXT), a biopharmaceutical company focused on the localized treatment of difficult-to-treat solid tumors through its proprietary RenovoRx Trans-Arterial Micro-Perfusion (RenovoTAMPTM) therapy platform, today reported its financial results for the quarter ended June 30, 2022.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 15, 2022 RENOVORX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended JUNE 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40738 RENOVORX,

RenovoRx Appoints James Ahlers as Chief Financial Officer Expands Finance Team with Addition of Ronald B. Kocak, CPA as Vice President and Controller

Exhibit 99.1 RenovoRx Appoints James Ahlers as Chief Financial Officer Expands Finance Team with Addition of Ronald B. Kocak, CPA as Vice President and Controller Los Altos, CA, July 19, 2022 - RenovoRx, Inc. (Nasdaq: RNXT), a biopharmaceutical company and innovator in targeted cancer therapy, today is announcing the appointment of James Ahlers as Chief Financial Officer (CFO), effective July 15,

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): July 13, 2022 RENOVORX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other jurisdiction of incorporation) (Commission File Numbe

Consulting Agreement by and between RenovoRx, Inc. and Danforth Advisors, LLC, dated April 25, 2022

Exhibit 10.1 CONSULTING AGREEMENT This Consulting Agreement (the ?Agreement?) is made as of April 25, 2022 (the ?Effective Date?), by and between RenovoRx, Inc., a Delaware corporation, with its principal place of business being 4546 El Camino Real, Suite B1, Los Altos, CA 94022 (the ?Company?) and Danforth Advisors, LLC, a Massachusetts limited liability company, with its principal place of busin

Submission of Matters to a Vote of Security Holders

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 9, 2022 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

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 16, 2022 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

RenovoRx Reports First Quarter 2022 Financial Results

Exhibit 99.1 RenovoRx Reports First Quarter 2022 Financial Results Los Altos, CA, May 16, 2022 - RenovoRx, Inc. (?RenovoRx? or the ?Company?) (Nasdaq: RNXT), a biopharmaceutical company and innovator in targeted cancer therapy, today is reporting its financial results for the quarter ended March 31, 2022. ?As we report our Q1 2022 results, we acknowledge that May is Cancer Research Month. RenovoRx

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40738 RENOVORX,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 formdef14-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2

RNXT / RenovoRx, Inc. / BANK OF THE WEST Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT N0.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 30, 2022 RENOVORX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40738 27-1448452 (State or other jurisdiction of incorporation) (Commission File Numb

Fee filing table

EX-FILING FEES 5 ex107.htm Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) RenovoRx, Inc. (Exact name of registrant as specified in its charter) Table 1 - Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common S

As filed with the Securities and Exchange Commission on March 30, 2022

As filed with the Securities and Exchange Commission on March 30, 2022 Registration No.

Description of Securities

Exhibit 4.6 Description of Securities The following summary of the material terms of the capital stock of RenovoRx, Inc. (?we,? ?our,? ?us? or the ?Company?) is not intended to be a complete description of all of the rights and preferences of such securities. Because it is only a summary, it does not contain all of the information that may be important to you, and is qualified in its entirety by r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2021 ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-40738 RENOVORX, INC. (Exact name o

Amendment to Consulting Agreement, by and between RenovoRx, Inc. and Ramtin Agah, M.D., dated January 25, 2022

Exhibit 10.7 AMENDMENT TO CONSULTING aGREEMENT This Fourth Amendment (the ?Fourth Amendment?) by and between RenovoRx, Inc. (the ?Company?) and Ramtin Agah (?Consultant?) (together, the ?Parties?) amends the Consulting Agreement by and between the Parties dated January 1, 2018 (?Consulting Agreement?), as amended by the Second Amendment to the Consulting Agreement, effective August 1, 2019 (the ?S

Amended and Restated 2021 Omnibus Equity Incentive Plan and Forms of Stock Option Grant Notice and Option Agreement

EX-10.2 4 ex10-2.htm Exhibit 10.2 RENOVORX, INC. 2021 OMNIBUS EQUITY INCENTIVE PLAN Section 1. Purpose of Plan. The name of the Plan is the RenovoRx, Inc. 2021 Omnibus Equity Incentive Plan (the “Plan”). The purposes of the Plan are to (i) provide an additional incentive to selected employees, directors, and independent contractors of the Company or its Affiliates whose contributions are essential

Amended and Restated Bylaws of RenovoRx, Inc.

Exhibit 3.2 RENOVORX, INC. a Delaware Corporation (the ?Corporation?) AMENDED AND RESTATED BYLAWS As Adopted March 24, 2022 ARTICLE I MEETINGS OF STOCKHOLDERS Section 1.1 Place of Meetings. Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the board of directors of the Corporation (the ?Board of Directors?). The Board of Directors may, in i

Amended and Restated Outside Director Compensation Policy

EX-10.3 5 ex10-3.htm Exhibit 10.3 RenovoRx, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Initially Adopted and Approved by the Board of Directors on September 30, 2021; most recently amended and restated February 10, 2022 (the “Restatement Date”) RenovoRx, Inc. (the “Company”) believes that providing cash and equity compensation to its members of the Board of Directors (the “Board,” and members of th

RenovoRx Reports Full Year 2021 Financial Results

EX-99.1 2 ex99-1.htm Exhibit 99.1 RenovoRx Reports Full Year 2021 Financial Results Los Altos, CA, March 30, 2022 - RenovoRx, Inc. (“RenovoRx” or the “Company”) (Nasdaq: RNXT), a biopharmaceutical company and innovator in targeted cancer therapy, today is reporting its financial results for the year ended December 31, 2021. “2021 was a transformative year for RenovoRx. We successfully closed on ou

RNXT / RenovoRx, Inc. / Najmabadi Kamran Passive Investment

SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* RENOVORX, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 75989R 107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

RNXT / RenovoRx, Inc. / Agah Ramtin Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* RENOVORX, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 75989R 107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

RNXT / RenovoRx, Inc. / BOSTON SCIENTIFIC CORP - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* RENOVORX, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 75989R107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

Letter from Frank, Rimerman + Co. LLP to the Securities and Exchange Commission dated December 9, 2021.

EX-16.1 2 ex16-1.htm Exhibit 16.1

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

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): December 7, 2021 RENOVORX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40708 27-1448452 (State or other jurisdiction of incorporation) (Commission File Nu

Consulting Agreement, by and between RenovoRx, Inc. and Ramtin Agah, M.D., dated January 1, 2018

EX-10.5 7 ex10-5.htm Exhibit 10.5

Form of Private Common Stock Warrant (related to the 2020 Convertible Notes and 2021 Convertible Notes)

Exhibit 4.1 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40708 RENOV

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 15, 2021 RENOVORX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40708 27-1448452 (State or other jurisdiction of incorporation) (Commission File N

Confirmatory Offer Letter, by and between RenovoRx, Inc. and Shaun Bagai, dated November 11, 2021

Exhibit 10.4 4546 El Camino Real, Ste B1 Los Altos, CA 94022 November 11, 2021 Shaun Bagai Via Email Re: Confirmatory Employment Letter Dear Shaun: This confirmatory employment letter agreement (the ?Agreement?) is entered into between Shaun Bagai (?you?) and RenovoRx, Inc. (the ?Company? or ?we?), effective as of November 11, 2021 (the ?Effective Date?), to confirm the terms and conditions of you

Outside Director Compensation Policy

Exhibit 10.3 RenovoRx, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Adopted and Approved by the Board of Directors on September 30, 2021 RenovoRx, Inc. (the ?Company?) believes that providing cash and equity compensation to its members of the Board of Directors (the ?Board,? and members of the Board, the ?Directors?) represents an effective tool to attract, retain and reward Directors who are not emp

Change in Control and Severance Agreement, by and between RenovoRx, Inc. and Ramtin Agah, M.D., effective as of November 11, 2021

EX-10.8 10 ex10-8.htm Exhibit 10.8 RenovoRX, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (the “Agreement”) is made by and between RenovoRx, Inc., a Delaware corporation (the “Company”), and Ramtin Agah (“Service Provider”), effective as of the Effective Date, as defined in Section 7 below. This Agreement provides certain protections to Service Prov

Change in Control and Severance Agreement, by and between RenovoRx, Inc. and Shaun Bagai, effective as of November 11, 2021

EX-10.7 9 ex10-7.htm Exhibit 10.7 RenovoRX, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (the “Agreement”) is made by and between RenovoRx, Inc., a Delaware corporation (the “Company”), and Shaun R. Bagai (“Executive”), effective as of the Effective Date, as defined in Section 7 below. This Agreement provides certain protections to Executive in conn

RenovoRx Announces Third Quarter 2021 Financial Results

Exhibit 99.1 FOR IMMEDIATE RELEASE RenovoRx Announces Third Quarter 2021 Financial Results Los Altos, CA, November 15, 2021 ? RenovoRx, Inc. (Nasdaq: RNXT), a biopharmaceutical company and innovator in targeted cancer therapy, today reported its unaudited financial results for the third quarter ended September 30, 2021. ?The third quarter of 2021 marked an important juncture in the growth of our c

Amended and Restated Investor Rights Agreement, dated as of April 18, 2018

Exhibit 10.1 RENOVORX, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT RENOVORX, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the ?Agreement?) is entered into as of the 18 day of April, 2018, by and among RenovoRx, Inc., a Delaware corporation (the ?Company?) and the investors listed on Exhibit A hereto, referred to hereinafter as the

Key Service Provider Incentive Compensation Plan

EX-10.9 11 ex10-9.htm Exhibit 10.9 RenovoRx, INC. KEY SERVICE PROVIDER INCENTIVE COMPENSATION PLAN 1. Purposes of the Plan. The Plan is intended to increase stockholder value and the success of the Company by motivating Service Providers to (a) perform to the best of their abilities and (b) achieve the Company’s objectives. 2. Definitions. (a) “Actual Award” means as to any Performance Period, the

Amendment to Consulting Agreement, by and between RenovoRx, Inc. and Ramtin Agah, M.D., dated November 11, 2021

Exhibit 10.6 AMENDMENT TO CONSULTING aGREEMENT This Third Amendment (the ?Third Amendment?) by and between RenovoRx, Inc. (the ?Company?) and Ramtin Agah (?Consultant?) (together, the ?Parties?) amends the Consulting Agreement by and between the Parties dated January 1, 2018 (?Consulting Agreement?), as amended by the Second Amendment to Consulting Agreement, effective August 1, 2019 (the ?Second

2021 Omnibus Equity Incentive Plan and Forms of Stock Option Grant Notice and Option Agreement

Exhibit 10.2 RENOVORX, INC. 2021 OMNIBUS EQUITY INCENTIVE PLAN Section 1. Purpose of Plan. The name of the Plan is the RenovoRx, Inc. 2021 Omnibus Equity Incentive Plan (the ?Plan?). The purposes of the Plan are to (i) provide an additional incentive to selected employees, directors, and independent contractors of the Company or its Affiliates whose contributions are essential to the growth and su

As filed with the Securities and Exchange Commission on October 28, 2021

As filed with the Securities and Exchange Commission on October 28, 2021 Registration No.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): August 30, 2021 RENOVORX, INC. (Exact name of registrant as specified in its charter) Delaware 001-40708 27-1448452 (State or other jurisdiction of incorporation) (Commission File Num

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Commission on August 31, 2021)

EX-3.2 3 ex3-2.htm Exhibit 3.2 RENOVORX, INC. a Delaware Corporation (the “Corporation”) AMENDED AND RESTATED BYLAWS As Adopted August 30, 2021 ARTICLE I MEETINGS OF STOCKHOLDERS Section 1.1 Place of Meetings. Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the board of directors of the Corporation (the “Board of Directors”). The Board of

Sixth Amended and Restated Certificate of Incorporation of RenovoRx, Inc.

EX-3.1 2 ex3-1.htm Exhibit 3.1 SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RENOVORX, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) RenovoRx, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as

1,850,000 Units, Each Consisting of One Share of Common Stock and One Warrant to Purchase One Share of Common Stock

Filed Pursuant to Rule 424(b)(4) Registration No. 333-258071 PROSPECTUS 1,850,000 Units, Each Consisting of One Share of Common Stock and One Warrant to Purchase One Share of Common Stock This is our initial public offering. We are offering 1,850,000 of units of securities (the “Units”) pursuant to this prospectus at an initial public offering price of $9.00 per Unit. Prior to this offering, there

Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660

Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 August 25, 2021 Securities and Exchange Commission 100 F Street, N.

As filed with the Securities and Exchange Commission on August 25, 2021.

S-1/A 1 forms-1a.htm As filed with the Securities and Exchange Commission on August 25, 2021. No. 333-258071 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RenovoRx, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 27-1448452 (State or other jurisdiction of incorpor

RenovoRx, Inc. 4546 El Camino Real, Suite B1 Los Altos, CA 94022

CORRESP 1 filename1.htm RenovoRx, Inc. 4546 El Camino Real, Suite B1 Los Altos, CA 94022 August 25, 2021 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Jane Park Re: RenovoRx, Inc. Registration Statement on Form S-1 Filed July 21, 2021 File No. 333-258071 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations

RenovoRx, Inc. 4546 El Camino Real, Suite B1 Los Altos, CA 94022

RenovoRx, Inc. 4546 El Camino Real, Suite B1 Los Altos, CA 94022 August 24, 2021 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Jane Park Re: RenovoRx, Inc. Registration Statement on Form S-1 Filed July 21, 2021 File No. 333-258071 Ladies and Gentlemen: Reference is made to the acceleration request letter of RenovoRx, Inc. (the ?Comp

CERT

RenovoRx, Inc. 4546 El Camino Real, Suite B1 Los Altos, CA 94022

RenovoRx, Inc. 4546 El Camino Real, Suite B1 Los Altos, CA 94022 August 20, 2021 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Jane Park Re: RenovoRx, Inc. Registration Statement on Form S-1 Filed July 21, 2021 File No. 333-258071 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Ac

Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660

CORRESP 1 filename1.htm Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 August 20, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: RenovoRx, Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-258071) Ladies and Gentlemen: In connection with the above-captioned registration statement, and pursuant to Rule 461 under t

As filed with the Securities and Exchange Commission on August 19, 2021.

As filed with the Securities and Exchange Commission on August 19, 2021. No. 333-258071 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RenovoRx, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 27-1448452 (State or other jurisdiction of incorporation or organization

Form of Underwriting Agreement.

Exhibit 1.1 SHARES of Common Stock, PREFUNDED Warrants, and Warrants of RenovoRx, Inc. UNDERWRITING AGREEMENT , 2021 Roth Capital Partners, LLC As the Representative of the Several underwriters, if any, named in Schedule I hereto c/o Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: The undersigned, RenovoRx, Inc., a company incorporated und

Form of Warrant Agent Agreement (including the terms of the Warrants)

Exhibit 4.2 WARRANT AGENT AGREEMENT This Warrant Agent Agreement (this ?Warrant Agreement?), dated as of , 2021 (the ?Issuance Date?) between RenovoRx, Inc., a company incorporated under the laws of the State of Delaware (the ?Company?), and Philadelphia Stock Transfer, Inc. (the ?Warrant Agent?). WHEREAS, pursuant to the terms of that certain Underwriting Agreement (?Underwriting Agreement?), dat

As filed with the Securities and Exchange Commission on August 11, 2021.

S-1/A 1 forms-1a.htm As filed with the Securities and Exchange Commission on August 11, 2021. No. 333-258071 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RenovoRx, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 27-1448452 (State or other jurisdiction of incorpor

RenovoRx, Inc. 4546 El Camino Real, Suite B1 Los Altos, CA 94022

RenovoRx, Inc. 4546 El Camino Real, Suite B1 Los Altos, CA 94022 August 12, 2021 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Jane Park Re: RenovoRx, Inc. Registration Statement on Form S-1 Filed July 21, 2021 File No. 333-258071 Ladies and Gentlemen: Reference is made to the acceleration request letter of RenovoRx, Inc. (the “Comp

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 RenovoRx, Inc. (Exact name of registrant as specified in its charter) Delaware 27-1448452 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 4546 El

Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660

CORRESP 1 filename1.htm Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 August 10, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: RenovoRx, Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-258071) Ladies and Gentlemen: In connection with the above-captioned registration statement, and pursuant to Rule 461 under t

RenovoRx, Inc. 4546 El Camino Real, Suite B1 Los Altos, CA 94022

RenovoRx, Inc. 4546 El Camino Real, Suite B1 Los Altos, CA 94022 August 10, 2021 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Jane Park Re: RenovoRx, Inc. Registration Statement on Form S-1 Filed July 21, 2021 File No. 333-258071 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Ac

Certificate of Second Amendment to Fifth Amended and Restated Certificate of Incorporation of the Company

EX-3.6 4 ex3-6.htm Exhibit 3.6 CERTIFICATE OF SECOND AMENDMENT OF FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RENOVORX, INC. RenovoRx, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), certifies that: 1. The name of the Company is RenovoRx, Inc. The Company’s original Certificate of Incorporation was filed with the Secretary of State

Form of Underwriter’s Warrant

Exhibit 4.1 UNDERWRITER COMMON STOCK PURCHASE WARRANT RenovoRx, Inc. Warrant Shares: Initial Exercise Date: Issue Date: THIS UNDERWRITER COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after 1 (the “Initia

Form of Sixth Amended and Restated Certificate of Incorporation, to be effective upon closing of the offering

Exhibit 3.3 SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RENOVORX, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) RenovoRx, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The Cor