UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
On 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 | |