{"url_path":"/sec/rnxt/10-k/2026/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1574094/0001193125-26-227256-index.html","accession_number":"0001193125-26-227256","cik":"0001574094","ticker":"RNXT","issuer_name":"RenovoRx, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1574094/0001193125-26-227256-index.html","primary_entity_key":"0001574094","primary_entity_name":"RenovoRx, Inc."},"word_count":1128,"has_tables":true,"body_markdown":"10-K/A\n\n--12-310001574094FYtrueDecember 31, 2025California00015740942026-03-2300015740942024-06-3000015740942025-01-012025-12-31xbrli:sharesiso4217:USDxbrli:sharesiso4217:USD\n\n \n\n \n\n \n\nUNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWashington, D.C. 20549\n\nFORM 10-K/A\n\n(Amendment No. 1)\n\n \n\n☒\n\nANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934\n\nFor the fiscal year ended December 31, 2025\n\n \n\n \n\n☐\n\nTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934\n\nFor the transition period from to\n\n \n\nCommission File Number: 001-40738\n\nRENOVORX, INC.\n\n(Exact name of registrant as specified in its charter)\n\n \n\nDelaware\n\n \n\n27-1448452\n\n(State or other jurisdiction\n\nof incorporation or organization)\n\n \n\n(I.R.S. Employer\n\nIdentification No.)\n\n \n\n2570 West El Camino Real, Suite 640, Mountain View, CA 94040\n\n(Address of principal executive offices, including zip code)\n\n(650) 284-4433\n\n(Registrant’s telephone number, including area code)\n\nSecurities registered pursuant to Section 12(b) of the Act:\n\n \n\nTitle of each class\n\n \n\nTrading Symbol(s)\n\n \n\nName of each exchange on which registered\n\nCommon Stock, $0.0001 par value\n\n \n\nRNXT\n\n \n\nThe Nasdaq Capital Market\n\n \n\nSecurities registered pursuant to Section 12(g) of the Act: None\n\nIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒\n\nIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒\n\nIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐\n\nIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐\n\nIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.\n\n \n\nLarge accelerated filer ☐\n\nAccelerated filer ☐\n\nNon-accelerated filer ☒\n\nSmaller reporting company ☒\n\n \n\nEmerging growth company ☒\n\n \n\nIf 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. ☐\n\nIndicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐\n\nIf securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect correction of an error to previously issued financial statements. ☐\n\nIndicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐\n\nIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒\n\nThe aggregate market value of the voting and non-voting common equity held by non-affiliates on June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, based upon the closing price of the registrant’s common stock on such date as reported by The Nasdaq Capital Market, was approximately $26.6 million. Shares of voting stock held by each officer and director have been excluded in that such persons may be deemed to be affiliates. This assumption regarding affiliate status is not necessarily a conclusive determination for other purposes.\n\nThe number of outstanding shares of the registrant’s common stock, $0.0001 par value per share, as of March 23,2026, was 45,052,706.\n\nDOCUMENTS INCORPORATED BY REFERENCE\n\n \n\nNone.\n\n \n\n \n\n \n\nEXPLANATORY NOTE\n\n \n\nThis Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K of RenovoRx, Inc. (“Company”) for the year ended December 31, 2025 filed with the Securities and Exchange Commission (the “Commission”) on March 30, 2026 (the “Original Filing”).\n\nIn response to a comment letter from the Commission staff, this Amendment is being filed solely to revise (i) Part I, Item 1A. “Risk Factors” (“Item 1A”) to revise certain risk factors disclosures relating to previously identified material weaknesses in internal control over financial reporting (which were remediated as of December 31, 2025) and (ii) the Company’s disclosures under Part II, Item 9A. “Controls and Procedures” (“Item 9A”) by adding additional disclosure regarding management’s assessments and conclusions of the Company’s internal control over financial reporting as of December 31, 2025, which was not included in Item 9A in the Original Filing. Management’s assessment, as reported in the Original 10-K, that such internal control over financial reporting was effective at December 31, 2025 remain unchanged.\n\nThe revised risk factors are captioned “We have previously identified material weaknesses in our internal control over financial reporting. Failure to maintain effective internal controls could cause our investors to lose confidence in us and adversely affect the market price of our common stock. If our internal controls are not effective, we may not be able to accurately report our financial results or prevent fraud” and “We previously found our disclosure controls and procedures were not effective, and there is a risk that we may do so again, which could have an adverse effect on our company.”\n\n \n\nIn accordance with Rule 12b-15 of the Securities and Exchange Act of 1934, as amended, this Amendment amends and restates Item 1A and Item 9A of the Original Filing in their entirety, but solely for purposes of the above described limited revisions. In addition, as required by Rule 12b-15, new certifications by the Company’s principal executive officer and principal financial officer are filed as exhibits to this Amendment.\n\n \n\nExcept as described above, no other changes have been made to the Original Filing. This Amendment continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events that occurred subsequent to the date of the Original Filing. Accordingly, this Amendment should be read together with the Original Filing.\n\n \n\n \n\n \n\n \n\n \n\nii\n\n \n\nRENOVORX, INC.\n\nANNUAL REPORT ON FORM 10-K/A FOR THE YEAR ENDED DECEMBER 31, 2025\n\n(Amendment No 1)\n\nTABLE OF CONTENTS\n\n \n\nPage\n\nPART I"}