{"url_path":"/sec/rnxt/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1574094/0001193125-26-224100-index.html","accession_number":"0001193125-26-224100","cik":"0001574094","ticker":"RNXT","issuer_name":"RenovoRx, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1574094/0001193125-26-224100-index.html","primary_entity_key":"0001574094","primary_entity_name":"RenovoRx, Inc."},"word_count":720,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities and Use of Proceeds\n\nOn March 17, 2026, we entered into a securities purchase agreement (the “March 2026 Securities Purchase Agreement”) in connection with a private placement offering by the Company (the “March 2026 Offering”) to 15 accredited investors or qualified institutional buyers (the “Investors”), five of whom are directors, officers or employees of the Company (the “Insiders”) and the remaining are non-affiliated institutional investors (the “Institutional Investors”). The Offering closed on March 20, 2026.\n\nPursuant to the March 2026 Securities Purchase Agreement, in connection with the March 2026 Offering, we sold to the Investors an aggregate of: (i) 8,438,790 shares of common stock, (ii) pre-funded warrants to purchase an aggregate of 2,200,000 shares of common stock (the “Pre-Funded Warrants”) and (iii) revenue milestone warrants to purchase an aggregate of 5,319,392 shares of common stock (the “Milestone Warrants”), representing 50% warrant coverage for aggregate gross proceeds of approximately $10.0 million, before deducting placement agent fees and expenses payable by us. The shares of common stock underlying the Pre-Funded Warrants and Milestone Warrants are referred to herein as the “Warrant Shares.”\n\nThe purchase price paid by the Institutional Investors for each Share and related Milestone Warrant was $0.938. To comply with Nasdaq Stock Market rules, the purchase price paid by the Insiders for each Share and related Milestone Warrant was $1.0288.\n\nThe March 2026 Securities Purchase Agreement contains customary agreements, covenants, representations and warranties of our company and the Investors. Pursuant to the Securities Purchase Agreement, we agreed to file a registration statement for the resale of the Shares and the Warrant Shares (the “Resale Registration Statement”) with the SEC within 30 days after the date of March 2026 Securities Purchase Agreement (the “Initial Filing Date”) and to use commercially reasonable efforts to cause the Resale Registration Statement to become effective within 30 days following the Initial Filing Date (the “Effectiveness Date”). We filed the Resale Registration Statement on April 16, 2026, and the Resale Registration Statement was declared effective on April 27, 2026, with the result that we met our Initial Filing Date and Effectiveness Date requirements.\n\nThe Pre-Funded Warrants were offered to any Investor whose purchase of the Shares in the March 2026 Offering would result in such Investor, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or at the election of the Investor, 9.99%) of the outstanding common stock immediately following the consummation of the March 2026 Offering, the opportunity to purchase, if it so chooses, up to Pre-Funded Warrants, in lieu of the common stock that would otherwise result in ownership in excess of 4.99% (or 9.99%, as applicable) of the outstanding common stock. The purchase price of each Pre-Funded Warrant will equal the price per share of common stock being sold to the Institutional Investors in the March 2026 Offering, minus $0.0001, and the exercise price of each Pre-Funded Warrant will be $0.0001 per share. The Pre-Funded Warrants do not expire and each Pre-Funded Warrant will be immediately exercisable and may be exercised at any time until exercised in full.\n\nThe Milestone Warrants are exercisable immediately upon issuance and expire on the earlier of (i) March 30, 2029 or (ii) 30 days following the date we report at least $1.5 million in product sales revenue (excluding licensing fees, upfront milestones and grants, but including royalty revenue from product sales) for any calendar quarter in a quarterly or annual report. The Milestone Warrants will entitle the holder to purchase Warrant Shares at an exercise price equal to $1.751 per share for the Institutional Investors and $1.9326 for the Insiders. The Milestone Warrants are subject to a beneficial ownership limitation, preventing any holder from exercising a Milestone Warrant if such exercise would result in the holder and its affiliates beneficially owning more than 4.99% (or 9.99% at the holder’s election) of the outstanding common stock.\n\nKonik Capital Partners, LLC, a division of T.R. Winston and Company (the “Placement Agent”), acted as the placement agent for the March 2026 Offering. We paid the Placement Agent a commission of 5.5% of gross offering proceeds from the sale of the Shares, Pre-Funded Warrants and Milestone Warrants in the March 2026 Offering. We\n\n34\n\n \n\nalso paid the Placement Agent $50,000 for its expenses in connection with the March 2026 Offering."}