RenovoRx, Inc. Files 8-K for Material Agreement

TL;DR

RenovoRx signed a big deal Feb 6th, filed 8-K on Feb 10th.

AI Summary

RenovoRx, Inc. announced on February 10, 2025, that it entered into a Material Definitive Agreement on February 6, 2025. The filing also includes other events and financial statements/exhibits. The company is incorporated in Delaware and its principal executive offices are located in Mountain View, California.

Why It Matters

This 8-K filing indicates a significant development for RenovoRx, Inc., likely related to a new contract or partnership that could impact its business operations and future prospects.

Risk Assessment

Risk Level: medium — Material Definitive Agreements can introduce new risks or opportunities, and the lack of specific details in this initial filing warrants a medium risk assessment.

Key Players & Entities

• RenovoRx, Inc. (company) — Registrant
• February 10, 2025 (date) — Date of Report
• February 6, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Mountain View, CA (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share RNXT Nasdaq Cap
• $1.05 — mon stock at a public offering price of $1.05 per share, less underwriting discounts
• $10.9 m — from the Offering will be approximately $10.9 million, after deducting underwriting dis
• $1.21 — te of issuance, at an exercise price of $1.21 per share. The material terms of the Of

Filing Documents

• form8-k.htm (8-K) — 49KB
• ex1-1.htm (EX-1.1) — 294KB
• ex4-1.htm (EX-4.1) — 115KB
• ex5-1.htm (EX-5.1) — 15KB
• ex99-1.htm (EX-99.1) — 17KB
• ex99-2.htm (EX-99.2) — 14KB
• ex5-1_001.jpg (GRAPHIC) — 6KB
• 0001493152-25-005559.txt ( ) — 830KB
• rnxt-20250210.xsd (EX-101.SCH) — 3KB
• rnxt-20250210_def.xml (EX-101.DEF) — 26KB
• rnxt-20250210_lab.xml (EX-101.LAB) — 35KB
• rnxt-20250210_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On February 6, 2025, RenovoRx, Inc., a Delaware corporation (the "Company"), entered into an underwriting agreement (the "Underwriting Agreement") by and between the Company and Titan Partners Group LLC, a division of American Capital Partners, LLC, as the sole bookrunner (the "Underwriter"). Pursuant to the Underwriting Agreement, the Company agreed to sell to the Underwriter, in a firm commitment underwritten public offering (the "Offering"), 11,523,810 shares of common stock at a public offering price of $1.05 per share, less underwriting discounts and commissions. The Offering is expected to close on or about February 10, 2025, subject to the satisfaction of customary closing conditions. The Company estimates that the aggregate net proceeds from the Offering will be approximately $10.9 million, after deducting underwriting discounts and estimated offering expenses. The securities in the Offering are offered by the Company pursuant to a prospectus supplement dated as of February 6, 2025 (the "Prospectus Supplement"), which was filed with the Securities and Exchange Commission (the "SEC") on February 10, 2025, in connection with a takedown from the Company's effective shelf registration statement on Form S-3, which was initially filed with the SEC on November 10, 2022, and subsequently declared effective on November 21, 2022 (No. 333-268302) (the "Registration Statement"). The Company agreed to issue to the Underwriter warrants (the "Underwriter Warrant") to purchase 576,191 shares of common stock, which such warrant is exercisable commencing six (6) months after the closing date of the Offering, and will be exercisable for a period of five years from the date of issuance, at an exercise price of $1.21 per share. The material terms of the Offering are described in the Registration Statement and the Prospectus Supplement. The Underwriting Agreement contains customary representations, warranties and agreem

01 Other Events

Item 8.01 Other Events. On February 6, 2025, the Company issued two press releases, the first announcing that it had commenced the Offering and the second announcing the pricing of the Offering. Copies of these press releases are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated February 6, 2025, by and between RenovoRx, Inc. and Titan Partners Group LLC, a division of American Capital Partners, LLC. 4.1 Form of Underwriter Warrant. 5.1 Opinion of Ellenoff Grossman & Schole LLP. 23.1 Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1). 99.1 Press Release, dated February 6, 2025, regarding commencement of the Offering. 99.2 Press Release, dated February 6, 2025, regarding pricing of the Offering. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RENOVORX, INC . Date: February 10, 2025 By: /s/ Shaun R. Bagai Name: Shaun R. Bagai Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR