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): February ~~January 2~~6, 2026 (~~December~~February 313, ~~2025~~2026)

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.)

2570 W El Camino Real, Suite 320

Mountain View, CA

94040

(Address of principal executive offices)

(Zip Code)

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

N/A

(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 3 5.0102. ~~Notice~~Departure of ~~Delisting~~Directors or ~~Failure~~Certain toOfficers; ~~Satisfy~~Election aof ~~Continued~~Directors; ~~Listing~~Appointment ~~Rule~~of orCertain ~~Standard~~Officers; ~~Transfer~~Compensatory Arrangement of ~~Listing~~Certain Officers.

On ~~December~~February 313, ~~2025~~2026, Ronald B. Kocak notified the board of directors (the “Board”) of RenovoRx, Inc., a Delaware corporation (the “Company”), ~~received~~his aintent ~~deficiency~~to ~~notice~~resign from ~~The~~his ~~Nasdaq~~position ~~Stock Market~~as ~~(“Nasdaq”)~~Principal ~~informing~~Accounting Officer of the Company, ~~that~~effective ~~its~~as ~~common~~of ~~stock,~~the close ~~par~~of ~~value~~business $0on February 3, 2026.~~0001~~ ~~per~~The ~~share~~circumstances ~~(the~~of his resignation do not constitute “~~Common~~Good ~~Stock~~Reason”), (as defined in ~~failed~~the toAmended ~~comply~~and ~~with~~Restated ~~the~~Change ~~$1.00~~in ~~minimum~~Control ~~bid~~and ~~price~~Severance ~~required~~Agreement, ~~for~~dated ~~continued~~November ~~listing~~10, on2025, ~~The~~by ~~Nasdaq~~and ~~Capital~~between ~~Market~~the ~~under~~Company ~~Nasdaq~~and ~~Listing~~Mr. ~~Rule~~Kocak ~~5550~~(athe “Kocak Agreement”)(2). ~~based~~His ~~upon~~resignation ~~the~~is ~~closing~~voluntary ~~bid~~and ~~price~~is ofnot ~~the~~a ~~Common~~“Qualified ~~Stock~~Termination” ~~for~~(as defined in the Kocak 32Agreement). ~~consecutive~~Mr. ~~business~~Kocak ~~days~~retains ~~prior~~his toposition ~~the~~as ~~date~~Vice ofPresident and Controller and maintains his current salary for the ~~notice from~~year ~~Nasdaq~~of 2026.

~~Nasdaq’s~~On ~~notice~~February ~~has~~4, no2026, ~~immediate~~the ~~effect~~Board onappointed ~~the~~Mark ~~listing~~Voll, ofa consultant to the ~~Common~~Company, ~~Stock~~as onthe ~~The~~Company’s ~~Nasdaq~~Chief ~~Capital~~Financial ~~Market~~Officer, effective immediately. ~~Pursuant~~As tothe ~~Nasdaq~~Chief ~~Listing~~Financial ~~Rule 5810(c)(3)(A)~~Officer, ~~the~~ ~~Company~~Mr. ~~has~~Voll ~~been~~shall ~~provided~~serve anin ~~initial~~the ~~compliance~~capacity ~~period~~as ofthe ~~180~~Company’s ~~calendar~~Principal ~~days,~~Financial orand ~~until~~Accounting Officer ~~June~~for ~~30,~~purposes ~~2026,~~of tothe ~~regain~~Company’s compliance with ~~the minimum~~federal ~~bid~~securities ~~price requirement. To regain compliance~~laws, ~~the~~rules ~~closing~~and ~~bid~~regulations ~~price~~and ofall ~~the~~other ~~Common~~regulatory ~~Stock~~purposes. In ~~must~~connection ~~meet~~with orhis ~~exceed~~appointment, $1Mr.00 ~~per~~Voll ~~share~~entered ~~for~~ into a ~~minimum~~Consulting ofAgreement ~~ten~~with ~~consecutive~~the ~~business~~Company ~~days~~on ~~prior~~the tosame ~~June~~date ~~30,~~(the ~~2026~~“Voll Consulting Agreement”).

IfMr. ~~the~~Voll, ~~Company~~age is72, ~~unable~~has tomore ~~regain~~than ~~compliance by June~~ 30, ~~2026,~~years ~~the~~of ~~Company~~experience ~~may~~in befinance ~~eligible~~and ~~for~~accounting anand ~~additional~~has ~~180~~served ~~calendar~~as ~~day~~Chief ~~compliance period~~Financial toOfficer ~~demonstrate~~for ~~compliance~~multiple ~~with~~public and ~~the~~private ~~bid~~high-technology ~~price~~companies. ~~requirement~~Mr. ToVoll ~~qualify,~~served ~~the~~as ~~Company~~Vice ~~will~~President beof ~~required~~Business toOperations ~~meet~~and ~~the~~Chief ~~continued~~Financial ~~listing requirement~~Officer ~~for~~of ~~market~~Achronix Semiconductor, ~~value~~a of publicly held ~~shares~~semiconductor ~~and~~company, ~~all~~from ~~other~~December ~~initial~~2020 ~~listing~~to ~~standards~~December ~~for~~2021. ~~The~~Prior ~~Nasdaq~~to ~~Capital Market~~that, ~~with~~he ~~the exception~~served ofas ~~the~~Chief ~~bid~~Financial Officer ~~price~~of ~~requirement~~Techpoint, ~~and~~Inc., ~~will~~a ~~need~~publicly toheld ~~provide~~semiconductor ~~written~~company, ~~notice~~from October 2019 to ~~Nasdaq~~November of2020. ~~its~~From ~~intention~~January 2016 to ~~cure~~October ~~the~~2019, Mr. ~~deficiency~~Voll ~~during the~~served ~~second~~as ~~compliance~~Chief ~~period,~~Financial byOfficer ~~effecting~~of Aquantia Corp., a ~~reverse~~publicly ~~stock~~held ~~split~~semiconductor company, ifwhere ~~necessary.~~he Ifled the ~~Company~~company’s initial ~~does~~public ~~not~~offering ~~qualify~~and ~~for~~subsequently ~~the~~managed ~~second~~its ~~compliance period~~sale. orFrom ~~fails~~June 2012 to ~~regain~~January ~~compliance~~2016, ~~during~~he ~~the~~served ~~second~~as ~~180-day~~Chief ~~period~~Financial Officer of Montage Technology, ~~Nasdaq~~Inc., ~~will~~a ~~notify~~publicly ~~the~~held ~~Company~~semiconductor ofcompany, ~~its~~where ~~determination~~he toled ~~delist~~ the ~~Common~~company’s ~~Stock,~~initial atpublic ~~which~~offering ~~point~~and ~~the~~later ~~Company~~managed ~~would~~its sale. ~~have~~Mr. anVoll ~~opportunity~~received a toBachelor ~~appeal~~of ~~the~~Science ~~delisting~~degree ~~determination~~in toAccounting afrom ~~Hearings~~Providence ~~Panel~~College.

~~SIGNATURE~~Pursuant to the Consulting Agreement, Mr. Voll shall serve as the Chief Financial Officer until either the Company or Mr. Voll may terminate the Consulting Agreement by providing at least thirty (30) days prior written notice. Mr. Voll’s relationship with the Company is that of an independent contractor.

Mr. Voll is entitled to compensation of $250 per hour, which will be paid 50% in cash and 50% in vesting of restricted stock units of the Company, subject to the approval of the Company’s Compensation Committee, with the restricted stock units valued based on the closing price on the last trading day of the month in which services were performed. Pursuant to the Consulting Agreement, subject to the approval of the Company’s Compensation Committee, Mr. Voll shall receive an initial grant of 60,000 unvested restricted stock units, which shall vest in accordance with the foregoing. The restricted stock units to Mr. Voll shall be subject to, and governed by, the terms and conditions of the Company’s 2021 Omnibus Equity Incentive Plan. The Consulting Agreement includes other customary provisions, such as confidentiality, non-solicitation and reimbursement for business-related expenses.

The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference thereto, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

There are no arrangements or understandings between Mr. Voll and any other person pursuant to which he was elected to serve as the Chief Financial Officer of the Company and there are no family relationships between Mr. Voll and any director or executive officer of the Company. The Company has not entered into any transactions with Mr. Voll that are reportable pursuant to Item 404(a) of Regulation S-K.

Item 8.01.

Other Events.

On February 5, 2025, the Company issued a press release announcing the appointment of Mr. Voll as the Chief Financial Officer. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

No.		Exhibit
10.1+		Consulting Agreement, dated February 4, 2026, by and between the Company and Mark Voll.
99.1		Press Release, dated February 5, 2026.
104		Cover Page Interactive Data File (formatted as Inline XBRL)

+ Certain information has been omitted from this exhibit pursuant to Item 601(a)(6) or Item 601(b)(10)(iv) of Regulation S-K.

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.
	RenovoRx, Inc.
Date: January 2, 2026
Date: February 6, 2026	By:	/s/ Shaun Bagai
	By:	/s/ Shaun R. Bagai
	Name:	Shaun R. Bagai
	Title:	Chief Executive Officer

Filing Compare · RenovoRx, Inc.