SEC Form 424B3 filed by RenovoRx Inc.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-278964

PROSPECTUS

6,960,864 Shares of Common Stock

951,500 Shares of Common Stock Issuable Upon Exercise of Pre-Funded Warrant

7,912,364 Shares of Common Stock Issuable Upon Exercise of Series A Warrants

3,956,182 Shares of Common Stock Issuable Upon Exercise of Series B Warrants

701,243 Shares of Common Stock Issuable Upon Exercise of Placement Agent Warrants

This prospectus relates to the resale by the selling stockholders named herein, including their transferees, assigns, pledgees or donees, or their respective successors, of up to (i) 6,960,864 shares (the “Shares”) of our common stock, par value $0.0001 per share (which we refer to as our common stock), (ii) 951,500 shares (the “PFW Shares”) issuable upon exercise of a pre-funded warrant held by one of the selling stockholders, (iii) 7.912,364 shares (the “Series A Warrant Shares”) of our common stock issuable upon the exercise of Series A warrants (the “Series A Warrants”) held by certain of the selling stockholders, (iv) 3,956,182 shares (the “Series B Warrant Shares”) of our common stock issuable upon the exercise of Series B warrants (the “Series B Warrants”) held by certain of the selling stockholders and (v) 701,243 shares (the “PA Warrant Shares”) of our common stock issuable upon the exercise of placement agent warrants (the “PA Warrants”) held by certain of the selling stockholders. The Shares, Pre-Funded Warrant, Series A Warrants, Series B Warrants and PA Warrants were issued by us in a private placement which closed on April 11, 2024 (the “April 2024 Private Placement”). The selling stockholders listed herein were the investors in the April 2024 Private Placement or are persons associated with the placement agent for the April 2024 Private Placement. For information about the selling stockholders, see “Selling Stockholders.”

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of common stock by the selling stockholder, although we may receive funds upon the future the exercise of Series A Warrants, Series B Warrants and PA Warrants held by certain of the selling stockholders, if and when exercised for cash. The selling stockholders may sell Shares, Series A Warrant Shares, Series B Warrant Shares and PA Warrant Shares (which we sometimes refer to herein collectively as the Selling Stockholder Shares) from time to time in the principal markets on which the common stock is quoted at the prevailing market price, at prices related to prevailing market prices or in negotiated transactions. The selling stockholders may sell the Selling Stockholder Shares to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling stockholders, the purchasers of the Selling Stockholder Shares, or both. We are registering the offer and sale of the Selling Stockholder Shares pursuant to certain registration rights granted to the selling stockholders. The timing and amount of any sale of Selling Stockholder Shares is within the sole discretion of the selling stockholders. We do not know when or in what amount of Selling Stockholder Shares the selling stockholders may offer for sale. We will pay the expenses of registering the Selling Stockholder Shares, including legal and accounting fees. All selling and other expenses incurred by the selling stockholders will be borne by the selling stockholders. See “Plan of Distribution” for additional information.

Our common stock is listed on The Nasdaq Capital Market under the symbol “RNXT.” On May 8, 2024, the last reported sale price of our common stock on The Nasdaq Capital Market was $1.37 per share.

The purchase of the common stock offered through this prospectus is speculative and involves a high degree of risk. You should carefully consider the risk factors beginning on page 4 of this prospectus before purchasing any of the securities offered by this prospectus.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is May 10, 2024.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

The information contained in this prospectus is not complete and may be changed. You should rely only on the information provided in or incorporated by reference in this prospectus, in any prospectus supplement or in a related free writing prospectus, or documents to which we otherwise refer you. We have not authorized anyone else to provide you with different information.

We have not authorized any dealer, agent or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus and any accompanying prospectus supplement or any related free writing prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus or an accompanying prospectus supplement or any related free writing prospectus. This prospectus and any accompanying prospectus supplement and any related free writing prospectus, if any, do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus and any accompanying prospectus supplement and any related free writing prospectus, if any, constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus and any accompanying prospectus supplement and any related free writing prospectus, if any, is accurate on any date subsequent to the date set forth on the front of such document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus and any accompanying prospectus supplement and any related free writing prospectus is delivered or securities are sold on a later date.

We have not done anything that would permit this offering or possession or distribution of this prospectus or any free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourself about and to observe any restrictions relating as to this offering and the distribution of this prospectus and any such free writing prospectus outside the United States.

We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

We own or have rights to use a number of registered and common law trademarks, service marks and/or trade names in connection with our business in the United States and/or in certain foreign jurisdictions. Solely for convenience, the trademarks, service marks, logos and trade names referred to in this prospectus are without the ® and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This prospectus contains additional trademarks, service marks and trade names of others, which are the property of their respective owners. All trademarks, service marks and trade names appearing in this prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies. We have trademarks for the names RENOVORX, RENOVOGEM, RENOVOCATH, RENOVOTAMP and DELIVERING THERAPY WHERE IT MATTERS. We have trademarks pending for TAMP and RENOVOGEM.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, any accompanying prospectus supplement and the information incorporated by reference herein contain forward-looking statements. All statements other than statements of historical facts contained in this prospectus and the information incorporated by reference herein, including statements regarding our future results of operations and financial position, business strategy, product candidates, planned preclinical studies and clinical trials, results of clinical trials, research and development costs, regulatory approvals, timing and likelihood of success, as well as plans and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that are in some cases beyond our control and may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “would,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this prospectus and the documents incorporated by reference herein include, but are not limited to, statements about:

We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this prospectus and are subject to a number of risks, uncertainties and assumptions described in the section titled “Risk Factors” and elsewhere in this prospectus, each accompanying prospectus supplement, and the information incorporated by reference herein and therein. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein until after we distribute this prospectus, whether as a result of any new information, future events or otherwise.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.

RISK FACTORS

Investing in our securities is speculative and involves a high degree of risk. Before making a decision to invest in our securities, in addition to carefully considering the Risk Factors noted below and the other information contained in this prospectus and incorporated by reference herein, you should carefully consider the risks described under the caption “Risk Factors” contained in our Annual Report on Form 10-K for our fiscal year ended December 31, 2023 and in our other filings with the Securities and Exchange Commission, as well as any amendments thereto, which are incorporated by reference into this prospectus in their entirety. See “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”

Risks Relating to this Offering

If you purchase the common stock being offered in this offering, you may experience immediate dilution as a result of this offering.

Since the price per share of our common stock being offered may be substantially higher than the net tangible book value per share of our common stock, you may suffer immediate and substantial dilution in the net tangible book value of the common stock you purchase in this offering.

You may experience future dilution as a result of future equity offerings.

In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock that could result in further dilution to the investor purchasing our common stock in this offering or result in downward pressure on the price of our common stock. We may sell shares of our common stock or other securities in any other offering at prices that are higher or lower than the prices paid by the investor in this offering, and the investor purchasing shares or other securities in the future could have rights superior to existing stockholders. Moreover, to the extent that we issue options or warrants to purchase, or securities convertible into or exchangeable for, shares of our common stock in the future and those options, warrants or other securities are exercised, converted or exchanged, stockholders may experience further dilution.

The trading price of our common stock has been, and is likely to continue to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control.

Our stock price is volatile. During the period from May 1, 2023 to May 1, 2024, the closing price of our common stock ranged from a high of $3.12 per share to a low of $0.60 per share. The stock market in general and the market for smaller pharmaceutical and biotechnology companies in particular have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your common stock at or above the public offering price and you may lose some or all of your investment.

We issued a large number of shares of common stock and warrants to purchase common stock in connection with our 2024 financing activities. Substantial future sales of such shares of our common stock could cause the market price of our common stock to decline or have other adverse effects on our company.

In connection with our private placement financing activities in the first few months of 2024, we issued a large number of shares and warrants to purchase common stock. We are obligated to register such shares and shares underlying warrants (totaling an aggregate of approximately 13 million shares of common stock and approximately 20 million shares of common stock underlying warrants) for public resale. While registered, these shares will be freely tradable. Sales of a substantial number of these shares in the public market, or the perception that these sales might occur, could depress the market price of our common stock or cause such market price to decline significantly. Such sales or the perception that such sales might occur could also impair our ability to raise capital through the sale of additional equity securities. We are unable to predict with any certainty the effect that such sales, or the perception that such sales may occur, may have on the prevailing market price of our shares or other adverse impacts that this situation could have on our company.

Risks Relating to Our Business

We will need to raise substantial additional capital to develop and commercialize RenovoGem, and our failure to obtain funding when needed may force us to delay, reduce or eliminate our product development programs or collaboration efforts. If we do not obtain adequate and timely funding, we may not be able to continue as a going concern.

We had cash, cash equivalents and short-term marketable securities of $1.2 million as of December 31, 2023. Due to our recurring operating losses and the expectation that we will continue to incur net losses in the future, we have recently raised, and will be required in the future to raise, additional capital to complete the development and commercialization of our product candidates. We have historically financed our operations primarily through private sales of our equity, debt financing and the sale of common stock and warrants in our initial public offering, or IPO. To raise additional capital, we may seek to sell additional equity and/or debt securities, obtain a credit facility or other loan or enter into collaborations, licenses or other similar arrangements, which we may not be able to do on favorable terms, or at all. For example, we have filed an omnibus shelf registration statement on Form S-3 that provides for aggregate offerings of up to $50.0 million of our securities subject to various limitations, including limited sales in any twelve-month period while we are subject to the “baby-shelf” rules. Our ability to obtain additional financing will be subject to a number of factors, including market conditions, fluctuations in interest rates, our operating performance and investor sentiment. If we are unable to raise additional capital when required or on acceptable terms, we may have to significantly delay, scale back or discontinue the development and/or commercialization of our product candidates, restrict or cease our operations or obtain funds by entering into agreements on unfavorable terms. Failure to obtain additional capital on acceptable terms, or at all, would result in a material and adverse impact on our operations. As a result, there is substantial doubt about our ability to continue as a going concern.

Our financial statements as of December 31, 2023 have been prepared on a going concern basis and do not include any adjustments that may result from the outcome of this uncertainty. If we fail to raise additional working capital, or do so on commercially unfavorable terms, it would materially and adversely affect our business, prospects, financial condition and results of operations, and we may be unable to continue as a going concern. As a result, there is substantial doubt about our ability to continue as a going concern. If we seek additional financing to fund our business activities in the future and there remains substantial doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding to us on commercially reasonable terms, if at all. If we are unable to continue as a going concern, we might have to liquidate our assets and the value we receive for our assets in liquidation or dissolution could be significantly lower than the values reflected in our financial statements, and our shareholders may lose their entire investment in our common stock.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the Selling Stockholder Shares by the selling stockholders. However, we may receive proceeds from the exercise of the Series A Warrants, Series B Warrants and PA Warrants by the selling stockholders to the extent they are exercised for cash. We estimate that the maximum proceeds that we may receive from the exercise of the Warrants and PA Warrants, assuming all the Warrants are exercised for cash at their applicable exercise prices of either $1.22 or $1.69, will be approximately $16.2 million. We do not know, however, whether any of the Series A Warrants, Series B Warrants or PA Warrants will be exercised or, if any of such warrants are exercised, when they will be exercised. It is possible that the Series A Warrants, Series B Warrants and PA Warrants will expire and never be exercised. There are circumstances under which the Series A Warrants, Series B Warrants and the PA Warrants may be exercised on a cashless basis. In these circumstances, even if such warrants are exercised, we may not receive any proceeds, or the proceeds that we do receive may be significantly less than what we might expect.

We will retain broad discretion over the use of the net proceeds to us from the exercise of the Series A Warrants, Series B Warrants and the PA Warrants. Unless otherwise provided in the applicable prospectus supplement, we currently expect to use the aggregate net proceeds from the exercise of the Series A Warrants, Series B Warrants and PA Warrants for general corporate purposes, including working capital. We may also use a portion of the net proceeds to acquire, license or invest in complementary products, technologies or businesses; however, we currently have no agreements or commitments to complete any such transaction. The expected use of net proceeds from the exercise of the Series A Warrants, Series B Warrants and the PA Warrants represents our current intentions based on our present plans and business conditions. We cannot specify with certainty all of the particular uses for the net proceeds to be received from the exercise of the Series A Warrants, Series B Warrants and PA Warrants. Pending these uses, we plan to invest the net proceeds of this offering in short- and intermediate-term, interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government. The actual allocation of proceeds realized from the exercise of the Series A Warrants, Series B Warrants and the PA Warrants will depend upon the amount and timing of such exercises, our operating revenues and cash position at such time and our working capital requirements.

The selling stockholders will pay any expenses incurred by the selling stockholders for brokerage, accounting, tax or legal services or any other expenses incurred by the selling stockholders in disposing of their shares of common stock. We will bear all other costs, fees and expenses incurred in effecting the registration of the Selling Stockholder Shares covered by this prospectus, including, without limitation, all registration fees and fees and expenses of our counsel and our accountants.

SELLING STOCKHOLDERS

The shares of common stock being offered by the selling stockholders listed below were issued in, or are underlying the Series A Warrants, Series B Warrants and PA Warrants issued in connection with, the April 2024 Private Placement. Other than the relationships as purchasers under the Subscription Agreements (as defined below) and as otherwise described herein, to our knowledge, no material relationships exist between any of the selling stockholders and us nor have any such material relationships existed within the past three years.

As used herein, the term “selling stockholders” means the selling stockholders listed below and such holders’ donees, pledgees, transferees, or other successors-in-interest selling shares of common stock or warrant shares received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer.

Summary of April 2024 Private Placement

On April 4, 2024, we entered into a series of subscription agreements (the “Subscription Agreements”), in connection with the April 2024 Private Placement to 172 accredited investors (who are among the selling stockholders hereunder), which private placement was also closed on April 11, 2024. In connection with the April 2024 Private Placement, we raised aggregate gross proceeds of approximately $11.1 million.

In connection with the April 2024 Private Placement, we sold to the selling stockholder who were investors in the placement an aggregate of (i) 6,960,864 shares (the “Shares”) of our common stock, (ii) a Pre-Funded Warrant to one investor to purchase 951,500 PFW Shares, (iii) Series A Warrants to purchase an aggregate of 7.912,364 shares of common stock, and (iv) Series B Warrants to purchase an aggregate of 3,956,182 Series B Warrant Shares.

Investors paid a purchase price of $1.22 for each Share and related Series A Warrant and Series B Warrant. The exercise price of the Series A Warrants and the Series B Warrants is also $1.22 per share.

The Pre-Funded Warrant is exercisable until the entire Pre-Funded Warrant is exercised at an exercise price of $0.0001 per PFW Share, subject to customary adjustments thereunder. The Pre-Funded Warrant is immediately exercisable upon issuance, subject to certain beneficial ownership limitations.

The Series A Warrants are exercisable at any time and from time to time through and including the fifth anniversary of the issuance date, and each Series A Warrant will entitle the holder to purchase Warrant Shares for an exercise price equal to $1.22 per share.

The Series B Warrants are exercisable at any time and from time to time through and including the second anniversary of the issuance date and will entitle the holder to purchase Warrant Shares at an exercise price equal to $1.22 per share. After six months from the closing date of April 2024 Private Placement, the Series B Warrants are callable by us for $0.0001 per Series B Warrant, subject to (i) our common stock trading for seven consecutive trading days (with a trading volume of at least 75,000 shares on each day) at a price that is greater than the exercise price of the Series B Warrants by at least 150% of such exercise price and (ii) the Series B Warrant Shares being registered for public resale pursuant to an effective registration statement. Holders of Series B Warrants will be afforded a period of five (5) trading days to exercise their Series B Warrants if the call right is exercised by the Company.

The exercise price and the number of shares of common stock issuable upon exercise of the Series A Warrants and Series B Warrants is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Common Stock, and also upon any distributions of assets, including cash, stock or other property to our stockholders.

Pursuant to the Subscription Agreements, we agreed to use our commercially reasonable efforts to file a registration statement for the resale of the Shares and the Investor Warrant Shares, within 15 days after the closing of the April 2024 Private Placement and to cause the SEC to declare such registration statement effective as promptly as possible thereafter. We have filed the registration statement of which this prospectus is a part to satisfy this obligation.

Newbridge Securities Corporation (the “Placement Agent”) acted as the placement agent for the April 2024 Private Placement. For its services rendered, we paid selling commissions of 12% of gross offering proceeds from the sale of the Shares, Seres A Warrants and Series B Warrants in the April 2024 Private Placement; provided, however, that selling commissions of 3% of gross offering proceeds were paid with respect to all subscriptions received from investors who were introduced by us. Total selling commissions paid by us to the Placement Agent were $1,280,937.39. We also paid the Placement Agent $50,000 for its expenses. In addition, as additional compensation, we issued PA Warrants to the Placement Agent and its designees to purchase an aggregate of up to 701,243 PA Warrant Shares at an exercise price of $1.69 per share and also agreed to include the PA Warrant Shares for resale in the registration statement of which this prospectus forms a part, along with the Shares, the Series Warrant Shares and the Series B Warrant Shares.

Selling Stockholders Table

The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The table below sets forth information as of the date of this prospectus, to our knowledge, about the beneficial ownership of our common stock by the selling stockholders both before and immediately after this offering. Because the selling stockholders may sell, transfer, or otherwise dispose of all, some, or none of their shares of common stock, we cannot determine the number of such shares that will be sold, transferred or otherwise disposed of by the selling stockholders, or the amount or percentage of shares of our common stock that will be held by the selling stockholders upon termination of any particular offering. See “Plan of Distribution.” For purposes of the table below, we assume that the selling stockholders will sell all of their shares of common stock.