RenovoRx, Inc.

DEF 14A 1 formdef14a.htm

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:

RENOVORX, INC.

(Name of Registrant as Specified in Its Charter)

n/a/

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.

☐Fee paid previously with preliminary materials.

☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Dear Fellow Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of RenovoRx, Inc. (the “Company,” “we,” “us,” or “our”), which will be held on Thursday, June 6, 2024 at 9:00 a.m., Pacific Time, at 1440 O’Brien Drive, Menlo Park, California 94025 for the purposes set forth in the accompanying Notice of Annual Meeting and Proxy Statement.

Stockholders of record of the Company’s common stock at the close of business on April 11, 2024 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Our Proxy Statement and 2023 Annual Report are being made available on or about April 30, 2024 on our website athttps://renovorx.com/investors/financials/sec-filings. We intend to mail these proxy materials on or about May 3, 2024 to all stockholders of record entitled to vote at the Annual Meeting.

Your attention is directed to the Notice of Annual Meeting and Proxy Statement accompanying this Notice for a more complete statement of matters to be considered at the Annual Meeting. The Board of Directors of the Company has determined that the matters to be considered at the Annual Meeting are in the best interests of the Company and its stockholders. For the reasons set forth in the Proxy Statement, the Board of Directors unanimously recommends a vote “FOR” each of the proposals being considered at the Annual Meeting.

Your vote is important to us. Please act as soon as possible to vote your shares. It is important that your shares be represented at the Annual Meeting, whether or not you plan to attend the Annual Meeting. Please vote by telephone, electronically over the Internet or via mail by returning your signed proxy card in the envelope provided.

On behalf of the Board of Directors and the officers and employees of the Company, I would like to take this opportunity to thank our stockholders for their continued support of RenovoRx, Inc. We look forward to seeing you at the Annual Meeting.

Sincerely,

/s/ Shaun R. Bagai

Shaun R. Bagai

Chief Executive Officer and Secretary

Dated April 30, 2024

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 6, 2024

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of RenovoRx, Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our”), will be held on Thursday, June 6, 2024, at 9:00 a.m. Pacific Time at 1440 O’Brien Drive, Menlo Park, California 94025.

The Annual Meeting is being held:

Our Board of Directors recommends that you vote**“FOR”** the election of the six nominees to serve as directors of the Company.

These items of business for the Annual Meeting are described in this Proxy Statement that follows this notice. Holders of record of our common stock as of the close of business on April 11, 2024 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment thereof. This Proxy Statement, along with our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available on our website athttps://renovorx.com/investors/financials/sec-filings.

This Notice of Annual Meeting and Proxy Statement are first being mailed on or about May 3, 2024.

Your vote is very important to us. Whether or not you plan to attend the Annual Meeting, we encourage you to vote promptly. After reading the attached proxy statement, please promptly mark, sign and date the enclosed proxy card and return it by following the instructions on the attached proxy card or voting online. If you attend the Annual Meeting, you will have the right to revoke the proxy and vote your shares in person. If you hold your shares through an account with a brokerage firm, bank, or other nominee, please follow the instructions you receive from your brokerage firm, bank, or other nominee to vote your shares.

TABLE OF CONTENTS

You may vote at the Annual Meeting, via the Internet or by mail (see attached proxy card)

Internet: https://annualgeneralmeetings.com/rnxt2024

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 6, 2024

This proxy statement (the “Proxy Statement”) and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”) and, together with the Proxy Statement, the “proxy materials”) are being furnished by and on behalf of the board of directors (the “Board of Directors”) of RenovoRx, Inc. (the “Company,” “we,” “us,” or “our”), in connection with our 2024 Annual Meeting of Stockholders (the “Annual Meeting”). This Notice of Annual Meeting and Proxy Statement are first being mailed on or about May 3, 2024.