SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Gentry Leesa

(Last)

(First)

(Middle)

4546 EL CAMINO REAL, SUITE B1

(Street)

LOS ALTOS

94022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2024

3. Issuer Name and Ticker or Trading Symbol
RenovoRx, Inc. [ RNXT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Clinical Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options	06/01/2023	⁽¹⁾	Common Stock	62,500	$2.11	D
Options	01/19/2024	⁽²⁾	Common Stock	19,413	$1.08	D
Options	01/19/2024	⁽³⁾	Common Stock	60,159	$1.08	D

Explanation of Responses:

1. Represents 10-year incentive stock options granted to the reporting person on June 1, 2023 pursuant to Company's 2021 Omnibus Equity Incentive Plan (the "Plan"). One-fourth of the shares subject to the option vest on April 10, 2024 and 1/36th of the remaining shares vest monthly thereafter.

2. Represents 10-year stock non-qualified stock options granted to the reporting person on January 19, 2024 pursuant to the Plan as a bonus. These options were fully vested upon issuance.

3. Represents 10-year stock incentive stock options granted to the reporting person on January 19, 2024 pursuant to the Plan. These options vest at a rate of 1/48 per month beginning on February 1, 2024.

	/s/ Leesa Gentry	03/08/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.