Form 8-K

8-K — RenovoRx, Inc.

Accession: 0001493152-26-013080

Filed: 2026-03-27

Period: 2026-03-27

CIK: 0001574094

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

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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): March 27, 2026 (March 24, 2026)

RENOVORX,

INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-40738

27-1448452

(State

or other jurisdiction

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 ☒

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

5.02.

Departure

of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

March 24, 2026, the board of directors (the “Board”) of RenovoRx, Inc., a Delaware corporation (the “Company”),

formally appointed Ramtin Agah, M.D., Chief Medical Officer and Chairman of the Board of the Company, to the newly created position of

Executive Chairman, effective February 27, 2026. In connection with his roles as Chief Medical Officer and Executive Chairman, Dr. Agah

accepted an offer letter from the Company on the same date (the “Agah Offer Letter”) to amend, restate and replace certain

Consulting Agreement, dated January 1, 2018, between Dr. Agah and the Company. Dr. Agah acknowledged that certain Amended and Restated

Change in Control and Severance Agreement, dated November 10, 2025, between the Company and Dr. Agah, remained in full force and effect.

Pursuant

to the Agah Offer Letter, the Company shall pay Dr. Agah annualized base salary of $450,000, based on a minimum of 30 hours worked per

week, payable semi-monthly, for his employment starting as of January 1, 2026. Dr. Agah will be eligible to receive an annual discretionary

bonus of up to 40% of his annualized base salary, dependent on the performance of the Company and his individual performance, as determined

by the Company in its discretion (the “Bonus”). The first Bonus shall be payable in 2027 for 2026 performance.

The

Agah Offer Letter further provides that Dr. Agah will be eligible to receive annual grants of options to purchase shares of the Company’s

common stock, as well as other compensatory awards such as restricted stock units, as determined by the Compensation Committee of the

Board. Any such equity awards will be granted under the Company’s 2021 Omnibus Equity Incentive Plan (or a successor plan) and

will be subject to the terms and conditions of the applicable plan and grant agreements, including vesting requirements and Dr. Agah’s

continued service through each applicable vesting date.

Dr.

Agah’s employment is at will, meaning that either he or the Company may terminate the employment at any time for any reason or

no reason. The Agah Offer Letter also contains customary provisions for confidentiality and matters related to intellectual property

and Company property.

The

foregoing description of the Agah Offer Letter 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.

Item

9.01.

Financial

Statements and Exhibits.

(d)

Exhibits.

No.

Exhibit

10.1+

Agah Offer Letter, dated March 24, 2026 and effective February 27, 2026, by and between the Company and Ramtin Agah

104

Cover

Page Interactive Data File (formatted as Inline XBRL)

Certain information has been omitted from this exhibit pursuant to Item 601(a)(6) 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.

Date:

March 27, 2026

By:

/s/

Shaun R. Bagai

Name:

Shaun

R. Bagai

Title:

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

Certain

personally identifiable information has been omitted from this exhibit pursuant to item 601(a)(6) of Regulation S-K. [***] indicates

that information has been redacted.

RenovoRx,

Inc.

2570

W El Camino Real, Ste. 320

Mountain

View, CA 94040

www.renovorx.com

March

24, 2026

Ramtin

Agah, MD

[***]

Dear

Ramtin:

Further

to our discussions on this topic, RenovoRx, Inc. (the “Company”) is pleased to offer you the opportunity to

continue your work with the Company as its Chief Medical Officer (your current role) and in the capacity of Executive Chairman (a newly

created role), effective February 27, 2026 (the “Effective Date”).

This

letter is intended to amend, restate and replace in its entirety (as of the Effective Date) that certain Consulting Agreement, dated

January 1, 2018, between you and the Company (as subsequently amended, the “Consulting Agreement”); provided

that the Consulting Agreement shall be enforceable by and against you and the Company, respectively, in accordance with its terms up

until the Effective Date. It is acknowledged that you and the Company are also parties to that certain Amended and Restated Change in

Control and Severance Agreement, dated November 10, 2025 (the “CIC Agreement”), which shall remain in full

force and effect as of and following the Effective Date.

your new role, you will receive an annualized salary of $450,000 (based on working a minimum of 30 hours per work week),

less applicable withholdings, which will be paid semi-monthly in accordance with the Company’s normal payroll procedures, starting

as of January 1, 2026. You will also be eligible to receive an annual discretionary bonus of up to 40% of your annualized base

salary, dependent on the performance of the Company and your individual performance, as determined by the Company in its discretion (the

“Bonus”). The first Bonus shall be payable in 2027 for 2026 performance. You must be employed by the Company

on the date the Bonus is paid in order to be eligible to be paid a Bonus.

This

is a full-time exempt position. You will perform all management-related duties in coordination with the Company’s Chief Executive

Officer (who, for the avoidance of doubt, will remain the principal executive officer of the Company) and will report to the Company’s

Board of Directors (including its designated committees, the “Board”). A job description for the joint Executive

Chairman and Chief Medical Officer position is included as Exhibit A, which is incorporated herein by reference.

an employee, you will also be eligible to receive certain employee benefits as set forth in Exhibit B. You should note

that the Board may modify job titles, salaries, benefits, and other terms and conditions of employment from time to time as it deems

necessary.

addition, if you will be eligible to receive annual grants of options to purchase shares of the Company’s common stock (the “Options”)

as determined by the Compensation Committee of its Board of Directors (the “Committee”). The exercise price

per share of the Options will equal the fair market value per share of the Common Stock on the date of grant, as determined in accordance

with the Company’s 2021 Omnibus Equity Incentive Plan (as amended, the “Plan”) or such other Company

equity incentive plan under which the Option is granted. The Options will be subject to the terms and conditions of the Company’s

equity incentive plan and a stock option agreement between you and the Company, including vesting requirements as determined by the Compensation

Committee, in each case subject to your continued service with the Company through the applicable vesting date). The Committee may also

provide you with other compensatory awards under the Plan including, without limitation, restricted stock units. The terms of such awards

shall be determined by the Compensation Committee, subject to the same conditions above with respect to Options. No right to any Options

or other award is earned or accrued until such time that vesting occurs, nor does the grant confer any right to continue vesting or to

a continued employment relationship.

You

should be aware that your employment with the Company is for no specified period and constitutes at-will employment. As a result, you

are free to resign at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment relationship

with you at any time, with or without cause, and with or without notice. We request that, in the event of resignation, you give the Company

at least two weeks’ notice.

The

Company reserves the right to conduct background investigations and/or reference checks on all of its potential employees. Your job offer,

therefore, is contingent upon a clearance of such a background investigation and/or reference check, if any. For purposes of federal

immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment

in the United States. Such documentation must be provided to us within three (3) business days of your date of hire, or our employment

relationship with you may be terminated.

also ask that, if you have not already done so, you disclose to the Company any and all agreements relating to your prior employment

that may affect your eligibility to be employed by the Company or limit the manner in which you may be employed. It is the Company’s

understanding that any such agreements will not prevent you from performing the duties of your position and you represent that such is

the case. Moreover, you agree that, during the term of your employment with the Company, you will not engage in any other employment,

occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved

during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company. Similarly,

you agree not to bring any third-party confidential information to the Company, including that of your former employer, and that in performing

your duties for the Company you will not in any way utilize any such information.

a Company employee, you will be expected to abide by the Company’s rules and standards. Specifically, you will be required to sign

an acknowledgment that you have read and that you understand the Company’s rules of conduct which are included in the Company Manual.

a condition of your employment, you are also required to sign and comply with an At-Will Employment, Confidential Information, Invention

Assignment and Arbitration Agreement (the “Confidentiality Agreement”) which requires, among other provisions,

the assignment of patent rights to any invention made during your employment at the Company, non-disclosure of Company proprietary information,

and arbitration of any disputes or claims relating to or arising out of our employment relationship. Please note that we must receive

your signed Confidentiality Agreement before your first day of employment.

accept the Company’s offer, please sign and date this letter in the space provided below. If you accept, our offer, your first

day of employment under the terms of this letter will be January 1, 2026. This letter, along with the CIC Agreement and any agreements

relating to proprietary rights between you and the Company, set forth the entire terms of your employment with the Company and supersede

any prior representations or agreements including, but not limited to, any representations made during your recruitment, interviews or

pre-employment negotiations, whether written or oral. This letter, including, but not limited to, its at-will employment provision, may

not be modified or amended except by a written agreement signed by the Chief Executive Officer of the Company (or other officer designated

by the Board of Directors) and you.

[Signature

Page Follows]

Page 2

look forward to continuing our work with you in this new role.

Sincerely,

/s/

Shaun R. Bagai

Shaun

R. Bagai

Chief

Executive Officer

RenovoRx,

Inc.

Agreed

to and accepted:

Signature:

/s/

Ramtin Agah

Printed

Name:

Ramtin

Agah, MD

Date:

March 24, 2026

[Signature

Page to Ramtin Agah Employment Letter, effective January 1, 2026]

Enclosures

-At-Will

Employment, Confidential Information, Invention Assignment, and Arbitration Agreement

Page 3

Exhibit

A – Job Description for Chief Medical Officer and Executive Chairman

● Lead

and implement the clinical direction for the Company in coordination with the Company’s

Chief Clinical Officer

● Keep

abreast of emerging medical trends that may impact the Company’s products and business

generally; and identify and define (from a medical point of view) new and innovative strategies

to achieve business goals and objectives

● Advise

on the medical development of the Company’s products and related procedures

● Active

engagement in business development opportunities to include presenting RenovoRx business

and clinical capabilities to actual and potential customers, investors, legislative officials

and other key constituents

● Provide

medical guidance, support and education regarding the Company’s products to the Company’s

Clinical Research Investigators and actual and potential customers

● Provide

services consistent with the Company’s charter and as reasonably requested by the Company’s

Board of Directors from time to time, including but not limited to:

◌ Proctor

procedures

◌ Handle

questions regarding eligibility

◌ Investigate

adverse events

◌ Address

questions regarding protocol for RenovoRx studies

● Participate

in senior management business and clinical strategy development and implementation

● Provide

advice to CEO and other members of the Board on Company medical, operational, financial and

strategic issues

● Assist

with communication efforts with investors

● Assist

in developing and overseeing execution of long-term business strategy

● Assist

with recruiting efforts for key executive positions

● Assist

with recruiting efforts for Board members

● Serve

as the spokesperson for the company at medical conferences and scientific forums

● Build

and maintain relationships with key opinion leaders (KOLs), strategic partners, and clinical

collaborators

● Provide

strategic leadership on regulatory interactions with the FDA

● Support

the sales team in developing strategy and execution of the Company’s sales and marketing

strategy

● Assist

the finance team on budgets, goals and earnings announcements

● Otherwise

undertake all of the duties of Chairman of the Board of Directors of the Company as provided

for in the Company’s Amended and Restated Bylaws (as the same may be amended)

● Travel

will be required to proctor procedures, educate doctors on TAMP technology and applications,

clinical data, etc., and meet with investors.

Page 4

Exhibit

B – Summary of Benefits

The

following is a brief summary of benefits. Full information concerning eligibility requirements are in RenovoRx, Inc.’s Employee

Manual and/or the Summary Plan Descriptions provided by the insurer.

PAID

TIME OFF

Holidays.

Our

paid holidays are:

New

Year’s Day

Thanksgiving

Day

President’s

Day

after Thanksgiving

Memorial

Day

Christmas

Eve

Juneteenth

Christmas

Day

Independence

Day

New

Year’s Eve

Labor

Day

reserve the right to observe a holiday on the actual day or on another day of our choosing.

Vacation.

Vacation

is provided by RenovoRx, Inc. for employees under Company’s Flexible Time Away (“FTA”) policy, which

shall be provided under separate cover.

PAID

SICK TIME

The

Company provides paid sick leave to all eligible employees nationwide, regardless of work location. Employees receive a front-loaded

grant of 72 hours of paid sick leave at the beginning of each benefit year (January 1 – December 31). Paid sick leave is available

for use immediately and may be used for the employee’s own health needs, the health needs of a family member, or for other purposes

permitted by applicable law, including situations related to domestic violence, sexual assault, or public health emergencies. Unused

paid sick leave does not carry over year to year and is not paid out upon separation. Additional details are outlined in the Company’s

Paid Sick Leave Policy.

INSURANCE

offer medical, dental and vision insurance. Insurance details will be provided upon hire or earlier if requested.

RETIREMENT

SAVINGS

After

three months of service, you are eligible to participate in our 401(k) program which includes an employer match.

Employer

matching contributions are made on a per-pay period basis based on the amount of the employee’s pre-tax and/or Roth contributions.

The employer match is 100% of employee deferrals up to the first 3% of compensation for the period and 50% of the next 2% of compensation

for the period and is immediately vested.

OTHER

BENEFITS

iSolved.

addition to our standard benefits, RenovoRx, Inc. offers additional reimbursement benefits through iSolved. This includes a monthly reimbursement

for eligible Lifestyle Spending Arrangement (LSA) expenses and Health Reimbursement Arrangement (HRA) expenses. Further details on iSolved

and how to access these benefits will be provided upon hire.

Page 5

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duration