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RNXT on Nasdaq

RenovoRx, Inc.

RenovoRx, Inc. is an American surgical and medical instruments and apparatus company.1 It is headquartered in Mountain View, California.1 Its shares trade on Nasdaq under the symbol RNXT.1

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Last updated Oct 21, 2026.

Overview

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  • TickerRNXT on Nasdaq1
  • IndustrySurgical & Medical Instruments & Apparatus1
  • HeadquartersMountain View, California1
  • Incorporated inDE2
  • Business address2570 W. El Camino Real, Ste. 320,, Mountain View, Ca 940402
  • Filer category, Emerging growth company2
  • Legal formCorporation

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Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

70.9%Gross margin3
-1114.0%Operating margin3
-994.5%Net margin3
2511.6%Revenue growth, 20253
-206.0%Return on equity3
-$11.0MFree cash flow3

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue2¢$327.0K
  • Research and development46¢$6.3M
  • Selling, general and admin52¢$7.0M
  • Income tax0¢$2.0K

Out of $1.1M in revenue.3 The company lost money this year.

Financial statements

Revenue3$1.1M in 2025+2512% since 2024
0$500.0K$1.0M$1.5M2024: $43.0K$43.0K20242025: $1.1M$1.1M2025+2512%
Gross profit3$796.0K in 2025+1751% since 2024
0$200.0K$400.0K$600.0K$800.0K2024: $43.0K$43.0K20242025: $796.0K$796.0K2025+1751%
Operating income45673-$12.5M in 2025+290% since 2020
-$15.0M-$10.0M-$5.0M02020: -$3.2M-$3.2M20202021: -$5.7M-$5.7M2021+77%2022: -$9.9M-$9.9M2022+75%2023: -$11.4M-$11.4M2023+15%2024: -$11.0M-$11.0M2024−4%2025: -$12.5M-$12.5M2025+14%
Net income45673-$11.2M in 2025+194% since 2020
-$15.0M-$10.0M-$5.0M02020: -$3.8M-$3.8M20202021: -$6.3M-$6.3M2021+67%2022: -$9.9M-$9.9M2022+56%2023: -$10.2M-$10.2M2023+3%2024: -$8.8M-$8.8M2024−14%2025: -$11.2M-$11.2M2025+27%

Every line of the income statement as filed: the last 2 fiscal years, latest first.3

Period ending2025-12-312024-12-31
Revenue$1.1M$43.0K
Cost of Revenue$327.0K$0
Gross profit$796.0K$43.0K
Research and development$6.3M$6.0M
Selling, general and administrative$7.0M$5.0M
Total operating expenses$13.3M$11.0M
Loss from operations-$12.5M-$11.0M
Change in fair value of warrant liability$915.0K$1.8M
Interest income, net$427.0K$384.0K
Total other income, net$1.3M$2.2M
Net loss-$11.2M-$8.8M
Net loss per share - basic-$0.32-$0.40
Net loss per share - diluted-$0.32-$0.40
Weighted average shares of common stock - basic35.3M shares22.3M shares
Weighted average shares of common stock - diluted35.3M shares22.3M shares

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Corporate structure

RenovoRx, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of RenovoRx, Inc.

  • Orin Hirschman Filed SCHEDULE 13G/A on RenovoRx, Inc., latest Apr 27, 2026 (4 filings since May 8, 2025)
  • AWM Investment Company, Inc. Filed SCHEDULE 13G/A on RenovoRx, Inc., latest Nov 13, 2025 (3 filings since May 7, 2025)
  • Ramtin Agah Filed SC 13G/A on RenovoRx, Inc., latest Feb 14, 2023 (2 filings since Feb 14, 2022)
  • BANK OF THE WEST Filed SC 13G on RenovoRx, Inc., latest Apr 14, 2022
  • Kamran Najmabadi Filed SC 13G on RenovoRx, Inc., latest Feb 14, 2022
  • Boston Scientific Filed SC 13G on RenovoRx, Inc., latest Feb 10, 2022
  • RenovoRx, Inc. Mountain View, California

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What RenovoRx, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, net$12.0K3 Dec 31, 2025$12.0K3 Dec 31, 20240%
Operating-lease assets (leased space)$190.0K3 Dec 31, 2025$278.0K3 Dec 31, 2024−31.7%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$7.0M3 Dec 31, 2025$7.2M3 Dec 31, 2024−1.8%

Inventory

ItemLatestA year beforeChange
Inventory, total$189.0K3 Dec 31, 2025$03 Dec 31, 2024

Properties, in its own words

Our headquarters is located at 2570 W El Camino Real, Suite 320, Mountain View, CA 94040. The office space is approximately 1,900 rentable square feet. We believe that our facility is adequate for our current operations and purposes, and that suitable additional or alternative space will be available in the future on commercially reasonable terms, if required.

Item 2 of the 10-K filed Mar 30, 2026.10

Leadership

Who has led RenovoRx, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Shaun Bagai2021–now

Chief financial officer

  1. Paul Manners2021
  2. Christopher John Lehman2021
  3. James M. Ahlers2022
  4. Mark Voll2026–now

Chief operating officer

  1. Angela Nelms2022–2024
2025
Board members and other officers (8)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive OfficerLeesa R. Gentry named Apr 22, 2024 to Apr 9, 202623

Timeline

  1. Aug 20, 20268-K Other events24
  2. Aug 13, 20268-K Results of operations25
  3. Aug 12, 20268-K Financial statements and exhibits26
  4. Aug 4, 20268-K Other events27
  5. Jul 2, 20268-K Listing notice or transfer28
  6. Jun 30, 20268-K Shareholder vote29
  7. May 14, 20268-K Results of operations30
  8. Mar 30, 20268-K Results of operations; Other events31
  9. Mar 27, 20268-K Executive or director change32
  10. Mar 23, 20268-K Entered a material agreement; Unregistered sale of shares; Other events33
  11. Feb 6, 20268-K Executive or director change; Other events34
  12. Jan 2, 20268-K Listing notice or transfer35
  13. Aug 25, 2021New chief executive Shaun Bagai becomes CEO11

Calendar

Coming up

  1. Nov 12, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.08) a share, on Nov 13, 2025.36

When it reported results

  1. Aug 13, 2026Reported quarterly or annual results25
  2. May 14, 2026Reported quarterly or annual results30
  3. Mar 30, 2026Reported quarterly or annual results31
  4. Nov 13, 2025Reported quarterly or annual results37
  5. Aug 14, 2025Reported quarterly or annual results38
  6. May 15, 2025Reported quarterly or annual results39
  7. Apr 1, 2025Reported quarterly or annual results40
  8. Nov 14, 2024Reported quarterly or annual results41

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

249 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 55 major events, 102 insider forms, 12 large holders, 3 private raises, 56 other. The latest 20:

  1. Oct 2, 20264 EDGAR
  2. Oct 2, 20264 EDGAR
  3. Oct 2, 20264 EDGAR
  4. Oct 2, 20264 EDGAR
  5. Sep 15, 20264 EDGAR
  6. Aug 20, 20268-K EDGAR
  7. Aug 13, 202610-Q EDGAR
  8. Aug 13, 20268-K/A EDGAR
  9. Aug 12, 20268-K EDGAR
  10. Aug 4, 20268-K EDGAR
  11. Jul 2, 20268-K EDGAR
  12. Jun 30, 2026S-8 EDGAR
  13. Jun 30, 20268-K EDGAR
  14. Jun 24, 20264 EDGAR
  15. May 21, 20264 EDGAR
  16. May 15, 202610-K/A EDGAR
  17. May 14, 202610-Q EDGAR
  18. May 14, 20268-K EDGAR
  19. Apr 30, 2026DEF 14A EDGAR
  20. Apr 27, 2026EFFECT EDGAR

The 249 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

35 open-market trades by officers, directors and large owners since October 2021: 35 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
May 19, 2026VOLL MARKChief Financial OfficerBuy25,000$0.79$19.8KForm 4
Mar 20, 2026Marton LaurenceDirectorBuy9,720Form 4
Mar 20, 2026Bagai ShaunChief Executive OfficerBuy24,300Form 4
Mar 20, 2026VOLL MARKChief Financial OfficerBuy97,200Form 4
Jan 21, 2026Agah RamtinChief Medical OfficerBuy10,000$1.00$10.0KForm 4
Dec 31, 2025Agah RamtinChief Medical OfficerBuy9,795$0.86$8.4KForm 4
Dec 30, 2025Agah RamtinChief Medical OfficerBuy205$0.83$170Form 4
Dec 18, 2025Bagai ShaunChief Executive OfficerBuy5,000$0.90$4.5KForm 4
Dec 17, 2025Bagai ShaunChief Executive OfficerBuy5,000$0.85$4.2KForm 4
Dec 16, 2025Agah RamtinChief Medical OfficerBuy12,000$0.85$10.2KForm 4
Dec 5, 2025Agah RamtinChief Medical OfficerBuy10,000$0.96$9.6KForm 4
Nov 24, 2025Agah RamtinChief Medical OfficerBuy12,000$0.80$9.6KForm 4
Nov 21, 2025Agah RamtinChief Medical OfficerBuy10,000$0.80$8.0KForm 4
Aug 25, 2025Bagai ShaunChief Executive OfficerBuy5,000$0.91$4.5KForm 4
Aug 22, 2025Bagai ShaunChief Executive OfficerBuy5,000$0.95$4.8KForm 4
Jun 5, 2025Agah RamtinChief Medical OfficerBuy21,000$1.40$29.4KForm 4
Apr 15, 2025Agah RamtinChief Medical OfficerBuy15,000$0.90$13.5KForm 4
Apr 15, 2025Bagai ShaunChief Executive OfficerBuy7,500$0.91$6.8KForm 4
Apr 11, 2025Agah RamtinChief Medical OfficerBuy20,000$0.80$16.0KForm 4
Apr 10, 2025Kocak RonVP, Controller and PAOBuy6,500$0.79$5.1KForm 4

All 35 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Shaun R. Bagai49$583.4K$1.2M48
2025Ramtin AgahM.D.60$259.5K$692.2K48
2025Ronald B. Kocak$346.1K$616.7K48
2024Chief Executive Officer$520.0K$1.2M48
2024Chief Medical Officer$170.0K$603.0K48

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Mar 20, 2026Raised $10 million in a private offering of equity Form D: $10 million offered in all Form D
  2. Apr 11, 2024Raised $11.1 million in a private offering of equity Form D: $15 million offered in all Form D
  3. Jan 26, 2024Raised $6.1 million in a private offering of equity Form D: $15 million offered in all Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 28. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
AIGH Capital Management LLC4,405,439$4.3M0.4%+699,242
Bleichroeder LP1,666,098$1.6M0.3%No change
Vanguard Capital Management LLC1,443,742$1.4M0.0%−3,435
Geode Capital Management, LLC424,148$415.7K0.0%+42,425
Wealthspire Advisors, LLC252,525$247.5K0.0%No change
Vanguard Fiduciary Trust Co240,330$235.5K0.0%+82,428
Citadel Advisors LLC133,597$130.9K0.0%−99,087
Northern Trust Corp85,207$83.5K0.0%+43,046
Chicago Partners Investment Group LLC92,356$78.9K0.0%No change
Northwestern Mutual Wealth Management Co74,596$73.1K0.0%−24,864
Caprock Group, LLC63,940$62.7K0.0%No change
Jane Street Group, LLC46,399$45.5K0.0%+22,262
Kestra Advisory Services, LLC35,520$34.8K0.0%No change
Two Sigma Securities, LLC34,788$34.1K0.0%+16,892
XTX Topco Ltd29,983$29.4K0.0%−528
Clear Creek Financial Management, LLC29,058$28.5K0.0%New
State Street Corp26,152$25.6K0.0%No change
UBS Group AG20,820$20.4K0.0%+17,482
HighTower Advisors, LLC20,000$19.6K0.0%No change
Cetera Investment Advisers19,000$18.6K0.0%+1,000
Affinity Capital Advisors, LLC13,279$12.6K0.0%No change
Captrust Financial Advisors12,307$12.1K0.0%No change
Renaissance Technologies LLC11,400$11.2K0.0%−1,600
Morgan Stanley7,102$7.0K0.0%No change
Midway Capital Research & Management6,300$6.2K0.0%No change

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How RenovoRx, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARRenovoRx, Inc.1
  • CIK0001574094
  • Employer ID (EIN)27-144845210
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company10
  • Incorporated inDelaware10
  • Fiscal year endsDecember 311
  • Industry code (SIC)3841 Surgical & Medical Instruments & Apparatus1
  • SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
  • Business address2570 W. El Camino Real, Ste. 320,, Mountain View, CA 940401
  • Phone408-800-26491
  • Shares outstanding45,129,508 as of Aug 7, 20269
  • Public float$26.6M as of Jun 30, 202410
  • AuditorFrank, Rimerman + Co. LLP, San Francisco, California PCAOB ID 1596; no auditor attestation of internal control over financial reporting10
  • On EDGAR sinceApr 10, 20131
  • Filings289 in all: 4 (93), 8-K (55), CORRESP (17), 3 (16), 10-Q (15), UPLOAD (12), D (7), EFFECT (7)1
    All 33 form types

    S-8 (7), DEF 14A (6), S-3 (6), 10-K (5), 424B3 (5), SCHEDULE 13G/A (5), 424B5 (4), S-1/A (4), SC 13G (4), 3/A (2), DRS/A (2), DRSLTR (2), S-1 (2), SCHEDULE 13G (2), 10-K/A (1), 424B4 (1), 8-A12B (1), 8-K/A (1), CERT (1), DRS (1), NT 10-K (1), NT 10-Q (1), PRE 14A (1), S-8 POS (1), SC 13G/A (1)

  • Latest filingsAnnual report (10-K) Mar 30, 2026
    Quarterly report (10-Q) Aug 13, 2026
    Proxy statement (DEF 14A) Apr 30, 2026
    Latest 8-K (8-K) Aug 20, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.0001 par valueRNXTNasdaq

From the cover page of the 10-K filed Mar 30, 2026 (Section 12(b) of the Exchange Act).10

Risk factors and legal proceedings

The risks RenovoRx, Inc. names in Item 1A of its 10-K filed Mar 30, 2026: 74 risks under these headings, as written.10

  • Risks Related to Our Business, Financial Condition and Capital Requirements
  • We have no drug/device combination products approved for commercial sale, only limited experience as a company in the commercialization of standalone medical devices and no extended operating history as a revenue generating company. These factors make it difficult to evaluate our current business and predict our future success and viability.
  • We have incurred significant net losses in each period since inception, and we expect to continue to incur net losses until we receive FDA approval for our product candidate or until our commercial strategy for RenovoCath generates sufficient revenues.
  • We are executing on a commercial strategy for selling our RenovoCath device on a standalone basis, which is a new activity for our company and subject to significant inherent risks.
  • Our estimates of total addressable market, potential revenues and similar metrics related to our commercialization efforts for RenovoCath may prove inaccurate, particularly given that our commercialization efforts are relatively new and are evolving.
  • Revenue recognition from our RenovoCath commercialization activities could be complex and uncertain. We may also be required to defer recognition of revenues under policies which we develop. Our inability to properly recognize revenue could have a material adverse effect on our estimates of our future revenue performance and on our actual financial results.
  • Our revenues and results of operations, particularly as they relate to RenovoCath sales, are difficult to predict and may fluctuate from quarter to quarter, which could adversely affect our business and the market price of our common stock.
  • We face the risk that we may need to raise additional capital over the longer term to both develop and commercialize IAG (assuming FDA approval) and to separately engage in sales and marketing activities for RenovoCath as a standalone device. Our failure to obtain funding when needed (even following this offering) may force us to delay, reduce or eliminate our product development programs, commercial efforts or collaboration efforts. Moreover, if we do not obtain adequate and timely funding, we may not be able to continue as a going concern.
  • We may consider strategic alternatives in order to maximize stockholder value, including financing, strategic alliances, and licensing arrangements. We may not be able to identify or consummate any suitable strategic alternatives and any consummated strategic alternatives may not be successful.
  • Risks Related to the Discovery, Development, and Commercialization of Our Product Candidates
  • The commercial viability of IAG or other product candidates remains subject to current and future preclinical studies, clinical trials (notably our Phase III TIGeR-PaC study), regulatory approvals, and the risks generally inherent in the development of a drug-device product candidate. If we are unable to successfully advance or develop IAG or any other product candidate, our business will be materially harmed.
  • As our ongoing TIGeR-PaC study is our most advanced clinical trial to date, the failure of the study to achieve results conducive to progressing the study or filing and receiving NDA approval would cause our company significant harm.
The other 63 risks
  • If we do not achieve our projected commercial or development goals in the timeframes we announce and expect, our stock price may decline.
  • Our product candidates may exhibit undesirable side effects when used alone or in combination with other approved pharmaceutical products or investigational new drugs, which may delay or preclude further development or regulatory approval or limit their use if approved.
  • If the results of preclinical studies or clinical trials for our product candidates, including those that are subject to existing or future license or collaboration agreements, are unfavorable or delayed, we could be delayed or precluded from the further development or commercialization of our product candidates, which could materially harm our business.
  • Interim, preliminary or topline data from our clinical trials that we announce or publish from time to time may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data.
  • If third-party vendors upon whom we intend to rely on to conduct our preclinical studies or clinical trials do not perform or fail to comply with strict regulations, these studies or trials of our product candidate may be delayed, terminated, or fail, or we could incur significant additional expenses, which could materially harm our business.
  • We have limited capacity for recruiting and managing clinical trials, which could impair our timing to initiate or complete clinical trials of our product candidate and materially harm our business.
  • We, and our collaborators, if any, must comply with extensive government regulations in order to advance our product candidates through the development process and ultimately obtain and maintain marketing approval for our products in the U.S. and abroad.
  • Clinical trials involve a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be predictive of future trial results.
  • Delays in clinical testing and formulating the results of such test could result in increased costs to us and delay our ability to obtained necessary regulatory approves and generate revenue.
  • The regulatory approval processes of the FDA and comparable foreign authorities are lengthy, time consuming and inherently unpredictable, and if we are ultimately unable to obtain regulatory approval for our product candidates, our business will be substantially harmed.
  • We may be required to suspend or discontinue clinical trials due to unexpected side effects or other safety risks that could preclude approval of our product candidates.
  • If we fail to comply with healthcare regulations, we could face substantial enforcement actions, including civil and criminal penalties and our business, operations and financial condition could be adversely affected.
  • If we are unable to satisfy regulatory requirements, we may not be able to commercialize our product candidates.
  • We have received Orphan Drug Designation for our lead drug/device combination product for two rare diseases: pancreatic cancer and cholangiocarcinoma. We may seek Orphan Drug Designation for future product candidates, but we may be unable to obtain such designation or to maintain the benefits associated with Orphan Drug Designation, including market exclusivity, which may cause our revenue, if any, to be reduced.
  • If our product candidates are unable to compete effectively with marketed drugs targeting similar indications as our product candidates, our commercial opportunity will be reduced or eliminated.
  • We may expend our limited resources to pursue one or more product candidates or indications within our product development strategy, which has and may continue to change over time, and fail to capitalize on product candidates or indications that may be more profitable or for which there is a greater likelihood of success.
  • If the manufacturers upon whom we rely fail to produce our product candidates, in the volumes that we require on a timely basis or fail to comply with stringent regulations applicable to pharmaceutical drug manufacturers, we may face delays in the development and commercialization of our product candidates.
  • We may not be able to manufacture our product candidates in commercial quantities, which would prevent us from commercializing our product candidates.
  • Our product candidates, if approved for sale, may not gain acceptance among physicians, patients, and the medical community, thereby limiting our potential to generate revenues.
  • Guidelines and recommendations published by various organizations can impact the use of our products.
  • The market for IAG, our lead drug/device combination product, and our other product candidates may not be as large as we expect.
  • In the event that we need to change our third-party contract manufacturers, our preclinical studies, clinical trials or the commercialization of our product candidates or FDA-approved products could be delayed, adversely affected or terminated, or such a change may result in significantly higher costs.
  • We currently do not have any internal drug discovery capabilities, and therefore we are dependent on identifying drugs that are off patent or on in-licensing or acquiring development programs from third parties in order to obtain additional product candidates.
  • If a product liability claim is successfully brought against us for uninsured liabilities, or such a claim exceeds our insurance coverage, we could be forced to pay substantial damage awards that could materially harm our business.
  • We may delay or terminate the development of our product candidates at any time if we believe the perceived market or commercial opportunity does not justify further investment, which could materially harm our business.
  • Risks Related to Our Operations
  • Our future success depends on our ability to retain our key personnel and to attract, retain and motivate qualified personnel.
  • We will need to increase the size of our organization, and we may experience difficulties in managing growth.
  • Business disruptions could seriously harm future revenue and financial condition and increase our costs and expenses.
  • Catastrophic events and man-made problems, such as terrorism, war, or climate change may disrupt our business.
  • Security threats to our and our commercial partners' information technology infrastructure and/or our physical buildings could expose us to liability and damage our reputation and business.
  • We and our third-party contract manufacturers must comply with environmental, health and safety laws and regulations, and failure to comply with these laws and regulations could expose us to significant costs or liabilities.
  • A variety of risks associated with operating internationally could materially adversely affect our business.
  • General economic or business conditions may have a negative impact on our business.
  • Our operations are subject to the effects of macroeconomic factors such as tariffs and rate of inflation.
  • Healthcare reform measures could adversely affect our business. The impact of recent healthcare reform legislation and other changes in the healthcare industry and in healthcare spending on us is currently unknown and may adversely affect our business model.
  • Reimbursement for any approved products may be limited or unavailable, which could make it difficult for us to sell our product candidates profitably.
  • Any legal proceedings or claims against us could be costly and time-consuming to defend and could harm our reputation regardless of the outcome.
  • Changes in tax laws or in their implementation or interpretation may adversely affect our business and financial condition.
  • Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations.
  • Risks Related to Intellectual Property
  • If we are unable to protect our intellectual property effectively, we may be unable to prevent third parties from using our technologies, which would impair our competitive advantage.
  • If any of our patent applications do not issue as patents in any jurisdiction, we may not be able to compete effectively.
  • If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.
  • The patents issued to us may not be broad enough to provide any meaningful protection, one or more of our competitors may develop more effective technologies, designs or methods without infringing our intellectual property rights and one or more of our competitors may design around our proprietary technologies.
  • We may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights.
  • Obtaining and maintaining patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.
  • If we are unable to obtain licenses from third parties on commercially reasonable terms or fail to comply with our obligations under such agreements, our business could be harmed.
  • We rely on confidentiality agreements to protect our trade secrets. If these agreements are breached by our employees or other parties, our trade secrets may become known to our competitors. We may also be subject to claims that our employees, consultants, or advisors have wrongfully used or disclosed alleged trade secrets or claims asserting ownership of what we regard as our own intellectual property.
  • Risks Related to Our Common Stock
  • We are not currently in compliance with the “minimum bid price” continued listing requirement for The Nasdaq Stock Market. If we do not regain compliance and continue to meet the such requirement or any other continued listing requirements, our common stock may be delisted, which could affect the market price and liquidity for our
  • common stock and reduce our ability to raise additional capital and otherwise properly function as a public company.
  • An active trading market for our common stock may not be sustained.
  • The market price of our common stock may be volatile and fluctuate substantially, which could result in substantial losses for investors.
  • Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our product candidates on unfavorable terms to us.
  • If we fail to maintain compliance with or meet all applicable Nasdaq requirements, we could be delisted from Nasdaq, which would seriously harm the liquidity of our stock and our ability to raise capital.
  • Sales of a significant number of shares of our common stock in the public markets, or the perception that such sales could occur, including shares of common stock issued in our January 2024 private placement, April 2024 at market private placement, February 2025 public offering and March 2026 at market private placement could depress the market price of our common stock.
  • We could be subject to securities class action litigation.
  • If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price for the shares and trading volume could decline.
  • We do not expect to pay dividends in the foreseeable future, and you must rely on price appreciation of your shares for return on your investment.
  • We have incurred and will continue to incur increased costs as a result of operating as a public company, and our management has devoted and will continue to devote substantial time to new compliance initiatives and corporate governance practices.
  • We have 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.
  • Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.
  • We are an “emerging growth company,” and the reduced reporting requirements applicable to emerging growth companies may make our common stock less attractive to investors.
  • Anti-takeover and other provisions contained in our certificate of incorporation and bylaws, as well as provisions of Delaware law, could impair a takeover attempt and have other impacts on our corporate governance.
  • Our certificate of incorporation, as amended, designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

Legal proceedings

From time to time, we may be involved in various legal actions, including claims and proceedings arising in the ordinary course of business. We are currently not a party to any legal proceedings, the adverse outcome of which, in management’s opinion, individually or in the aggregate, would have a material adverse effect on our results of operations or financial position, and, to the best of management’s knowledge, no such litigation is currently pending or threatened.

Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, negative publicity, reputational harm and other factors.

The opening of Item 3, Legal Proceedings.10

Sources

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