RenovoRx Inc美股市值招股说明书(2025-11-14版)

RenovoRx, Inc., a Delaware corporation (“RenovoRx,” the “Company,” “we,” “us” or “our”), has entered into Capital onDemandTMSales Agreement, dated November 14, 2025 (the “Sales Agreement”) with JonesTrading Institutional Services LLC(“Jones”), relating to the offer and sale of shares of our common stock, par value $0.0001 per share (“common stock”), from time totime, offered by this prospectus supplement and the accompanying base prospectus. In accordance with the terms of the SalesAgreement, under this prospectus supplement and the accompanying base prospectus we may offer and sell shares of our commonstock having an aggregate offering price of up to $3,723,029 from time to time through or to Jones, acting as agent or principal. Our common stock is listed on the Capital Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “RNXT.”The last reported sale price of our common stock on November 11, 2025 was $1.07 per share. Sales of our common stock, if any, under this prospectus supplement may be made by any method permitted that is deemed an “atthe market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (“the Securities Act”). Jones is not requiredto sell any specific amount but will act as our sales agent and use commercially reasonable efforts to sell on our behalf the shares ofcommon stock requested to be sold by us, consistent with its normal trading and sales practices, on mutually agreed terms betweenJones and us. There is no arrangement for funds to be received in escrow, trust or similar arrangement. Jones will be entitled to compensation at a commission rate of up to 3.0% of the gross sales price per share of common stock soldthrough it as sales agent pursuant to the Sales Agreement. In connection with the sale of shares of our common stock on our behalf,Jones will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Jones will be deemed tobe underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to Jones with respect tocertain liabilities, including liabilities under the Securities Act. See “Plan of Distribution” beginning on page S-11 regarding thecompensation to be paid to Jones. The aggregate market value of our outstanding common stock held by non-affiliates is $47,469,086 based on 36,649,916 shares ofoutstanding common stock, of which 1,225,225 shares are held by affiliates, and a per share price of $1.34, which was the closing saleprice of our common stock as quoted on Nasdaq on October 6, 2025. Pursuant to General Instruction I.B.6 of Form S-3, in no eventwill we sell securities registered on the registration statement of which this prospectus supplement is a part in a public primary offeringwith a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75.0million. We have not sold any securities pursuant to General Instruction I.B.6 of Form S-3 during the 12 calendar months prior to andincluding the date of this prospectus supplement under the accompanying base prospectus. As a result of the limitations of GeneralInstruction I.B.6, and in accordance with the terms of the Sales Agreement, this prospectus supplement relates to the offer and sale ofadditional shares of our common stock having an aggregate offering amount of up to $3,723,029 from time to time through or toJones. Investing in our securities is speculative and involves a high degree of risk. See the section entitled “Risk Factors”commencing on page S-6 of this prospectus supplement and the accompanying base prospectus and the other documents thatare incorporated by reference herein for a discussion of information that should be considered in connection with aninvestment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary isa criminal offense. The date of this prospectus supplement is November 14, 2025. TABLE OF CONTENTS PageAbout This Prospectus SupplementS-iiCautionary Note Regarding Forward Looking StatementsS-iiiProspectus Supplement SummaryS-1The OfferingS-5Risk FactorsS-6Use of ProceedsS-8DilutionS-9Description of Securities We Are OfferingS-10Plan of DistributionS-11Legal MattersS-12ExpertsS-12Where You Can Find More InformationS-12Incorporation of Certain Information by ReferenceS-12 PageABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2RISK FACTORS4FORWARD-LOOKING STATEMENTS4USE OF PROCEEDS6DESCRIPTION OF SECURITIES7DESCRIPTION OF CAPITAL STOCK8DESCRIPTION OF DEBT SECURITIES14DESCRIPTION OF PURCHASE CONTRACTS21DESCRIPTION OF UNITS22PLAN OF DISTRIBUTION23LEGAL MATTERS23EXPERTS23WHERE YOU CAN FIND MORE INFORMATION24INCORPORATION OF CERTAIN INFORMATION BY REFERENCE25 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supple