RenovoRx, Inc.

On April 16, 2026, our Board approved the amendment to Section 4(a) of our 2021 Plan to add 2,000,000 shares of common stock of the Company, which is equal to 4.4% of total issued and outstanding shares, to the total number of shares of common stock reserved and available for issuance thereunder.

As of April 30, 2026, an aggregate of 6,508,820 options and awards are outstanding and have been granted under the 2021 Plan, and 15,936 shares remain available for future purchases under the 2021 Plan.

The 2021 Plan currently contains an “evergreen” provision allowing an annual increase on the first day of each calendar year beginning with the first January 1 following the effective date of the 2021 Plan and ending with the last January 1 during the initial ten-year term of the 2021 Plan, equal to the lesser of (A) five percent (5%) of the shares of common stock outstanding on the final day of the immediately preceding calendar year and (B) such lesser number of shares as determined by the Board.

Our Board believes that it is important to provide eligible officers, directors, employees and consultants with the opportunity to acquire an ownership interest in the Company and thereby provide such individuals with an additional incentive that is aligned with stockholders’ interests to contribute to our long-term success. Our Board believes the number of shares currently remaining available for future issuance and purchase under the 2021 Plan is not adequate to create appropriate incentives for both our current employees and for us to hire additional employees or retain consultants as we grow, in particular due to the growth of our commercial operations and associated staff in 2025.

The form of 2021 Plan as amended to reflect the amendment for which we are seeking approval is attached to this Proxy Statement as Exhibit A.

The amendment to our 2021 Plan requires the affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon to be approved. Stockholders may cast their vote to vote on this proposal by checking “FOR,” “AGAINST” or “ABSTAIN.” Abstentions are treated as shares present virtually or by proxy and entitled to vote at the Annual Meeting and, therefore, will have the same effect as a vote “Against” this proposal. Any broker non-votes will have no effect on the outcome of the vote.

THE AMENDMENT TO OUR 2021 PLAN UNDER THE INCENTIVE PLAN AMENDMENT PROPOSAL.

PLEASE NOTE: If your shares are held in “street name”, your broker, bank, custodian or other nominee holder cannot vote your shares for the Incentive Plan Amendment Proposal, unless you direct the holder how to vote, by marking your proxy card, or by following the instructions on the enclosed proxy card to vote by telephone or on the Internet.