RTGN 8-K
RetinalGenix Technologies Inc. (RTGN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 1.01 Entry into a Material Definitive Agreement.
On February 19, 2025, RetinalGenix Technologies Inc. (the “Company”) entered into amendment (the “Amendment”) to the Pre-Funded Common Stock Purchase Warrant, dated December 27, 2021 (the “Warrant”), for 28,014,540 shares of the Company’s common stock held by Sanovas Ophthalmology, LLC to provide that the Warrant may not be exercised prior to the earlier of: (a) February 1, 2030 or (b) the third anniversary of the Company’s uplisting to The Nasdaq Stock Market or NYSE American.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment to Pre-Funded Common Stock Purchase Warrant, dated February 19, 2025, by and between RetinalGenix Technologies, Inc. and Sanovas Ophthalmology, LLC | |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K |
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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.
| RETINALGENIX TECHNOLOGIES INC. | ||
| Date: February 20, 2025 | By: | /s/ Jerry Katzman |
| Jerry Katzman | ||
| Chief Executive Officer | ||
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Exhibit 10.1
AMENDMENT TO PRE-FUNDED COMMON STOCK PURCHASE WARRANT
This Amendment (this “Amendment”), effective as of the 19th day of February, 2025, to the PRE-FUNDED COMMON STOCK PURCHASE WARRANT, dated December 27, 2021 (the “Warrant”), issued to Sanovas Ophthalmology, LLC or its assigns (the “Holder”) by RetinalGenix Technologies, Inc. (the “Company”).
WHEREAS, the Company and Holder desire to amend the Warrant to as set forth hereinbelow.
NOW THEREFORE, in consideration of $100.00 paid in hand, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to amend the Warrant as follows:
1. Amendment. Notwithstanding anything to the contrary set forth in the Warrant, the parties hereby agree that the Warrant may not be exercised by Holder prior to the earlier of: (a) February 1, 2030 or (b) the third anniversary of the Company’s uplisting to The Nasdaq Stock Market or NYSE American.
2. Severability. The provisions of this Amendment are severable and if any part or it is found to be unenforceable the other paragraphs shall remain fully valid and enforceable.
3. No Other Amendments; Confirmation. All other terms of the Warrant shall remain in full force and effect. The Warrant, as amended by this Amendment, constitutes the entire agreement between the parties with respect to the subject matter thereof.
4. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument.
5. Governing Law. This Amendment is made and shall be construed and performed under the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.
IN WITNESS WHEREOF, the Company and Holder have caused this Amendment to be executed by its officer thereunto duly authorized as of the date first above indicated.
| RetinalGenix Technologies, INC. | ||
| By: | /s/ Jerry Katzman | |
| Name: | Jerry Katzman, MD | |
| Title: | Chief Executive Officer | |
| Sanovas Ophthalmology, LLC | ||
| By: | /s/ Jerry Katzman | |
| Name: | Jerry Katzman, MD | |
| Title: | Managing Member | |