UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 2022

RENOVORX, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40738

27-1448452

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4546 El Camino Real, Suite B1 Los Altos, CA		94022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 284-4433

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

RNXT

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

On June 9, 2022, RenovoRx, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on two proposals, each of which is described in more detail in the definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 29, 2022. The matters voted upon at the Annual Meeting and the final voting results for each proposal are set forth below.

Proposal 1: Election of Directors

Name of Director	For	Withheld	Broker Non-Votes
Ramtin Agah, M.D.	5,399,179	40,964	1,358,115
Shaun R. Bagai	5,400,269	39,874	1,358,115
David Diamond	5,418,009	22,134	1,358,115
Kirsten Angela Macfarlane	5,373,756	66,387	1,358,115
Laurence J. Marton, M.D.	5,373,594	66,549	1,358,115
Una S. Ryan, O.B.E., Ph.D., D.Sc.	5,373,613	66,530	1,358,115

Each director nominee was duly elected to serve until the 2023 Annual Meeting of Stockholders and until their successor is duly elected and qualified, subject to their earlier resignation or removal.

Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm

For		Against		Abstain		Broker Non-Votes
6,717,501		27,527		53,230		0

The stockholders ratified the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

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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: June 9, 2022

	By:	/s/ Shaun R. Bagai
	Name:	Shaun R. Bagai
	Title:	Chief Executive Officer

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SEC Form 8-K filed by RenovoRx Inc.