RenovoRx, Inc. 8-K

What Happened

• RenovoRx, Inc. announced it entered into a Securities Purchase Agreement on March 17, 2026 and closed a private placement on March 20, 2026. The Offering included sales to 15 accredited investors or qualified institutional buyers (five of whom are insiders).
• The Company sold 8,438,790 shares of common stock, issued pre‑funded warrants to purchase 2,200,000 shares and issued milestone warrants to purchase 5,319,392 shares (50% warrant coverage), for aggregate gross proceeds of about $10.0 million before fees and expenses.

Key Details

• Investors & pricing: 15 investors (5 insiders). Institutional investors paid $0.938 per share (with related milestone warrant); insiders paid $1.0288 per share to comply with Nasdaq rules.
• Pre‑funded warrants: 2,200,000 warrants issued to permit buyers to avoid exceeding 4.99% (or, at their election, 9.99%) ownership; exercise price $0.0001; no expiration.
• Milestone warrants: 5,319,392 warrants exercisable immediately; expire on the earlier of March 30, 2029 or 30 days after the Company reports ≥ $1.5M in product sales in a calendar quarter; exercise price $1.751 for institutions and $1.9326 for insiders; exercise subject to the same 4.99%/9.99% beneficial ownership limit.
• Registration & investor protections: Company must file a resale registration statement within 30 days of the agreement and use commercially reasonable efforts to have it effective within 30 days (extensions if the SEC comments). If the Resale Registration Statement is not filed or declared effective in required timeframes, the Company must pay investors cash liquidated damages equal to 2.0% of their subscription amount (capped at 10%), applied pro rata daily until cured.
• Fees: Placement agent Konik Capital Partners (division of T.R. Winston) receives a 5.5% commission on gross proceeds plus up to $50,000 in expenses. The securities were sold under private placement exemptions (Reg D/Section 4(a)(2)).

Why It Matters

• This financing provides RenovoRx with roughly $10M in gross capital, which can support ongoing operations, development and commercialization efforts.
• The transaction is dilutive: the Offering alone issued 8.44M new shares and could result in issuance of up to ~7.52M additional shares if all warrants are exercised—about 15.96M total shares newly issued or issuable from this deal.
• Milestone warrants tie additional potential dilution to sales performance (a reported quarterly product sales threshold of $1.5M), so some warrant-driven dilution depends on achieving revenue milestones.
• The resale registration commitment (and liquidated‑damage provisions) should speed or ensure registration for investor resale, while placement agent fees will reduce net proceeds to the Company.