RenovoRx, Inc. 8-K

What Happened

• RenovoRx, Inc. held its 2026 annual meeting of stockholders on June 30, 2026 (record date May 11, 2026). Shareholders elected the company’s slate of directors and approved an amendment to the Amended and Restated 2021 Omnibus Equity Incentive Plan to add 2,000,000 shares (about 4.4% of outstanding shares). Shareholders also ratified Frank, Rimerman + Co. LLP as the company’s independent registered public accounting firm for 2026.
• The company reported 45,052,706 shares of common stock outstanding as of the record date, with approximately 22,825,465 shares present or represented by valid proxy at the meeting (a quorum).

Key Details

• Directors re-elected for one-year terms: Shaun R. Bagai; Ramtin Agah, M.D.; Kirsten Angela Macfarlane; Laurence J. Marton, M.D.; Una S. Ryan, O.B.E., Ph.D., D.Sc.; and Robert J. Spiegel, M.D., FACP. Example vote totals (for one nominee): Shaun R. Bagai — 12,954,344 for, 307,353 withheld, 9,563,768 broker non-votes.
• Incentive plan amendment vote: 9,666,218 for, 3,565,088 against, 30,391 abstentions; broker non-votes: 9,563,768. Amendment adds 2,000,000 shares to the 2021 Plan (filed as Exhibit 10.1).
• Auditor ratification vote: 21,938,316 for, 477,181 against, 409,966 abstentions; broker non-votes: 2. Auditor: Frank, Rimerman + Co. LLP.

Why It Matters

• The 2,000,000-share increase to the equity incentive plan expands the pool available for awards to executives, employees and directors; if fully used, it would increase dilution to existing shareholders (the amendment equals ~4.4% of outstanding shares at the record date).
• Re-election of the full board maintains continuity of management oversight. Ratification of the auditor confirms the company’s accounting firm for 2026.
• Note the large number of broker non-votes (~9.56M) on the non-routine proposals, which reduced the number of shares that cast a substantive vote on the director elections and plan amendment.