UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 15, 2023, RenovoRx, Inc. (the “Company”) held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Equity Issuance Proposal (as defined below) was approved.
As of November 21, 2023 (the “Record Date”), there were 10,693,580 shares of common stock (the “Common Stock”), of the Company issued and outstanding and entitled to vote at the Special Meeting. At the Special Meeting, a total of 5,087,812 shares of Common Stock, representing approximately 47.58% of the issued and outstanding shares of the Common Stock, were present in person or by proxy, constituting a quorum for the Special Meeting.
At the Special Meeting, the following proposals were made for the Company’s stockholders’ consideration:
(1) The Equity Issuance Proposal – a proposal in accordance with Nasdaq Marketplace Rule 5635(d) (“Rule 5635(d)”) to approve the issuance of shares of the Company’s Common Stock, or securities convertible into Company Common Stock, representing more than 20% of Common Stock outstanding, in one or more non-public offerings where the maximum discount at which securities will be offered will be equivalent to a discount of up to 10% below the market price of our Common Stock. The following is a tabulation of the votes with respect to the Equity Issuance Proposal, which was approved by the Company’s stockholders:
| For | Against | Abstain | ||
| 4,747,833 | 336,779 | 3,200 |
(2) The Adjournment of Meeting Proposal – a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Equity Issuance Proposal.
The Adjournment of Meeting Proposal was not acted upon at the Special Meeting, because there were sufficient votes to approve the Equity Issuance Proposal.
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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: December 18, 2023 | By: | /s/ Shaun Bagai |
| Name: | Shaun R. Bagai | |
| Title: | Chief Executive Officer | |
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