UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 4.01 |
Change in Registrant’s Certifying Accountant |
On April 29, 2024, the Audit Committee (the “Audit Committee”) of the Board of Directors of RenovoRx, Inc. (the “Company”) received a letter from Baker Tilly US, LLP (“BT”), notifying the Committee that BT has decided to resign as the independent registered public accounting firm of the Company effective immediately following the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, which is expected to be filed in August 2024.
The Company is currently in the process of interviewing other accounting firms to replace BT as the Company’s independent registered public accounting firm upon the effectiveness of BT’s resignation.
The reports of BT on the Company’s financial statements for the fiscal years ended December 31, 2023 and 2022, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principle, except such reports included an explanatory paragraph relating to substantial doubt about the Company’s ability to continue as a going concern.
During the Company’s fiscal year ended December 31, 2023 and 2022, and through the date of BT’s resignation, there were no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) between the Company and BT on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures which disagreements, if not resolved to the satisfaction of BT would have caused BT to make reference thereto in their report on the financial statements for such year. The Company disclosed for the fiscal years ended December 31, 2023 and 2022, that its internal control over financial reporting was not effective due to a material weakness in its internal controls.
The Company provided BT with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that BT furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements contained herein. A copy of BT’s letter, dated May 3, 2024 is filed as Exhibit 16.1 to this Current Report on Form 8-K.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
On April 29, 2024, the Compensation Committee of the Company’s Board of Directors approved, effective as of May 1, 2024 (i) annual base salary increases to the Company’s below referenced named executive officers (the “NEOs”) to restore such base salaries to their prior amounts following reductions due to cost cutting measures and (ii) a one-time cash bonus award to the NEOs, in part as a result of the Company’s consummation of new equity financing during 2024 in the aggregate gross amount of approximately $17.2 million.
The increases in annual base salary noted below, when coupled with previously announced executive management changes undertaken since the beginning of 2024 (including internal promotions), are expected in the aggregate to reduce the Company’s overall annual executive compensation expenses, assuming no additional changes in compensation or new executive hires.
New Annual Base Salary | ||||
| Shaun R. Bagai, Chief Executive Officer | $ | 520,000 | (1) | |
| Ronald B. Kocak, VP, Controller and Principal Accounting Officer | $ | 292,000 | (2) | |
| Ramtin Agah, Chief Medical Officer | $ | 303,450 | (3) | |
| Leesa Gentry, Chief Clinical Officer | $ | 396,000 | (4) | |
(1) Increased from $390,000.
(2) Increased from $235,000.
(3) Increased from $227,587.
(4) Increased from $325,000.
Bonuses
| Bonus Amount | Earned Vacation Payment | |||||||
| Shaun R. Bagai | $ | 146,957 | $ | 44,874.88 | ||||
| Ronald B. Kocak | $ | 33,432 | — | |||||
| Ramtin Agah | $ | 67,543 | — | |||||
| Leesa Gentry | $ | 44,176 | — | |||||
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| No. | Exhibit | |
| 16.1 | Letter from Baker Tilly US, LLP, dated May 3, 2024 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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: May 3, 2024 | By: | /s/ Shaun Bagai |
| Name: | Shaun R. Bagai | |
| Title: | Chief Executive Officer | |