RenovoRx, Inc.
For the period ended Apr 30, 2025. Filed Apr 30, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 30, 2025 · Filed Apr 30, 2025
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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. )
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Filed by a party other than the Registrant☐
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| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
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| ☐ | Fee paid previously with preliminary materials. |
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Dear Fellow Stockholder:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of RenovoRx, Inc. (the “Company,” “we,” “us,” or “our”), which will be held on Tuesday, June 24, 2025 at 9:00 a.m., Pacific Time, at 2570 West El Camino Real, Suite 320, Mountain View, CA 94040 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 25, 2025 (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 2024 Annual Report are being made available on or about April 30, 2025 on our website athttps://renovorx.com/investors/financials/sec-filings. We intend to mail these proxy materials on or about May 2, 2025 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 (the “Board”) 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 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 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
Dated April 30, 2025
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 24, 2025
NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of RenovoRx, Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our”), will be held on Tuesday, June 24, 2025, at 9:00 a.m. Pacific Time at 2570 West El Camino Real, Suite 320, Mountain View, CA 94040.
The Annual Meeting is being held:
| (1) | To elect six (6) members of the board of directors (the “Board”) (all of whom are presently serving as directors) to serve until our 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified, subject to their earlier death, resignation or removal (the “Director Election Proposal”); |
| (2) | To approve two amendments to the Company’s Amended and Restated 2021 Omnibus Equity Incentive Plan (the “2021 Plan”), specifically (i) the addition of 913,794 shares of common stock of the Company, which is equal to 2.5% of total issued and outstanding shares, to the total number of shares of common stock reserved and available for issuance under the 2021 Plan and (ii) an increase in the 2021 Plan’s “evergreen” provision to increase the size of the 2021 Plan each year from three percent (3%) of shares outstanding on the final day of the immediately preceding calendar year to five percent (5%) (the “Incentive Plan Amendment Proposal”); |
| (3) | To ratify the appointment by the Board’s audit committee of Frank, Rimerman + Co. LLP (“Frank Rimerman”) as the Company’s independent registered public accounting firm for the year ending December 31, 2025 (the “Auditor Ratification Proposal”); and |
| (4) | To vote upon such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. |
Our Board recommends that you vote**“FOR”** each of the Director Election Proposal, the Incentive Plan Amendment Proposal and the Auditor Ratification Proposal.
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 25, 2025 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, 2024, 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 2, 2025.
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.
| By Order of the Board of Directors, | |
| /s/ Shaun R. Bagai | |
| Name: | Shaun R. Bagai |
| Title: | Chief Executive Officer and Secretary |
Dated April 30, 2025
TABLE OF CONTENTS
| Page | |
|---|---|
| Notice of 2025 Annual Meeting of Stockholders | 1 |
| General Information About the Annual Meeting and Voting | 3 |
| Board of Directors, Management and Corporate Governance | 10 |
| Audit Committee Report | 22 |
| Executive Compensation | 23 |
| Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 33 |
| Proposal No. 1 – Director Election Proposal | 34 |
| Proposal No. 2 – Incentive Plan Amendment Proposal | 35 |
| Proposal No. 3 – Auditor Ratification Proposal | 36 |
| Other Information | 38 |
| Exhibit A | |
You may vote at the Annual Meeting, via the Internet or by mail (see attached proxy card).
https://annualgeneralmeetings.com/rnxt2025
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 24, 2025
This proxy statement (the “Proxy Statement”) and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 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 RenovoRx, Inc. (the “Company,” “we,” “us,” or “our”), in connection with our 2025 Annual Meeting of Stockholders (the “Annual Meeting”). This Notice of Annual Meeting and Proxy Statement are first being mailed on or about May 2, 2025.
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