Blog: RENOVORX, INC. : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 5.02   Departure of Directors or Certain Officers; Election of Directors;
            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.



The Board of Directors of RenovoRx, Inc. (the “Company”) has appointed Ms.
Angela Gill Nelms, age 47, as Chief Operating Officer, effective September 19,
2022, her start date with the Company.

From December 2015 to September 2021, Ms. Nelms worked for Florence Healthcare,
where she held senior level positions in product management and operations,
including serving as Vice President of Products and Operations from June 2017 to
July 2018 and Chief Operating Officer from July 2018 to September 2021. In May
2021, Ms. Nelms founded and serves as Chief Executive Officer of Forge
Fractional, an organization that works with entrepreneurs to build sustainable
companies. In August 2021, she co-founded and also serves as Chief Technical
Officer of Recovery Advocate Network, a not-for-profit organization focused on
addressing the resource disparities for individuals suffering from mental health
disorders, processing disorders, substance abuse, trauma healing and sexual
identity challenges.

The Company and Ms. Nelms entered into an offer letter dated August 17, 2022
(the “Offer Letter”). In connection with the appointment, Ms. Nelms will be paid
an annual base salary of $400,000 and a discretionary annual cash bonus targeted
at 35% of her annual base salary. The offer letter provided that the Company
would recommend that Ms. Nelms be granted a stock option to purchase shares of
the Company’s common stock having an aggregate grant date fair value of $765,000
in connection with her hire; the Compensation Committee approved the grant to
Ms. Nelms of a stock option to purchase 274,230 shares of the Company’s common
stock as of September 19, 2022, with an exercise price equal to the closing sale
price of the Company’s common stock on that date. The terms and conditions of
the option award is otherwise consistent with those of the Company’s other
executive officers previously disclosed by the Company in its most recent
definitive proxy statement. Pursuant to Ms. Nelms’ offer letter from the
Company, she also will be entitled to reimbursement of up to $20,000 of moving
expenses.

The Company and Ms. Nelms also entered into a change in control and severance
agreement dated August 17, 2022 (the “Severance Agreement”). Capitalized terms
used but not defined in the summary have the meanings assigned to them in the
Severance Agreement. Under the Severance Agreement, if Ms. Nelms is terminated
outside a period beginning on the date of a Change in Control and ending on (and
inclusive of) the date that is the one-year anniversary of a Change in Control
(the “Change in Control Period”), either by the Company without Cause (other
than due to death or Disability) or by the Executive for Good Reason, she will
receive severance of (i) a lump sum of 50% of her annual base compensation as
then in effect (or, if her termination is due to Good Reason based on a material
reduction of her base salary, as in effect prior to such reduction), (ii) a
pro-rated target bonus for the year of the termination, and (iii) COBRA
reimbursements for up to 6 months (or, if providing such payment would violate
applicable law, a taxable payment for an equivalent amount in lieu thereof).

If Ms. Nelms is terminated during the Change in Control Period, either by the
Company without Cause (other than due to death or Disability), or by the
Executive for Good Reason, she will receive severance of (i) a lump sum of 100%
of her base compensation as then in effect (or, if her termination is due to
Good Reason based on a material reduction of her base salary, as in effect prior
to such reduction) or, if greater, her base salary in effect immediately prior
to the Change in Control, (ii) COBRA reimbursements for up to 12 months (or, if
providing such payment would violate applicable law, a taxable payment for an
equivalent amount in lieu thereof), and (iii) full vesting of her outstanding
and unvested equity awards (other than equity awards subject to
performance-based vesting criteria).

The Severance Agreement provides that if any payments or benefits received by
Ms. Nelms under the Severance Agreement or otherwise would constitute “parachute
payments” within the meaning of Section 280G of the Code and be subject to
excise taxes imposed by Section 4999 of the Code, such amount will either be
delivered in full or reduced so as not to be subject to excise taxation,
whichever amount is higher. The Severance Agreement does not require the Company
to provide any tax gross-ups.

To receive the severance described above, Ms. Nelms must sign and not revoke a
separation agreement and release of claims within the timeframe that is set
forth in the Severance Agreement.



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The foregoing description of the Offer Letter and the Severance Agreement are
only summaries and are qualified in their entirety by their terms, a copy of
which is filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, to this
Current Report on Form 8-K. Ms. Nelms will also enter into the Company’s
standard indemnification agreement for directors and executive officers, the
form of which was filed as Exhibit 10.7 to the Company’s Registration Statement
on Form S-1 filed with the Securities and Exchange Commission on August 25,
2021.

The selection of Ms. Nelms to serve as Chief Operating Officer was not pursuant
to any arrangement or understanding with respect to any other person.

There are no family relationships between Ms. Nelms and any director or
executive officer of the Company, and there are no transactions between Ms.
Nelms and the Company that would be required to be reported under Item 404(a) of
Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).

Item 7.01 Regulation FD Disclosure.

On September 19, 2022, the Company issued a press release announcing the
appointment of Ms. Nelms as Chief Operating Officer effective September 19,
2022. A copy of the press release is being furnished as Exhibit 99.1 and is
incorporated herein by reference.

The information in this Item 7.01 of this Current Report on Form 8-K is being
“furnished” and shall not be deemed “filed” for the purposes of Section 18 of
the Exchange Act, and shall not be incorporated or deemed to be incorporated by
reference into any filing by the Company under the Securities Act of 1933 or the
Exchange Act, regardless of any general incorporation language contained in such
filing, unless otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit No.   Description

10.1            Offer Letter between RenovoRx, Inc. and Angela Gill Nelms
10.2            Change in Control and Severance Agreement by and between RenovoRx,
              Inc. and Angela Gill Nelms, dated August 17, 2022
99.1            Press Release of RenovoRx, Inc., dated September 19, 2022
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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