Retension Pharmaceuticals, Inc S-1/A, filed Oct 7, 2026
Retension Pharmaceuticals, Inc. (RTSN)
As filed with the Securities and Exchange Commission on October 7, 2026
Registration No. 333-299024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2 to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________________
RETENSION PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
______________________________________
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Delaware |
2834 |
93-2592788 |
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(State or other jurisdiction of |
(Primary Standard Industrial |
(I.R.S. Employer |
1104 West Broad Street #1029
Falls Church, Virginia 22046
(703) 940-9761
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
______________________________________
Eric Keller
Chief Executive Officer
Retension Pharmaceuticals, Inc.
1104 West Broad Street #1029
Falls Church, Virginia 22046
(703) 940-9761
(Name, address, including zip code, and telephone number, including area code, of agent for service)
______________________________________
Copies to:
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Andrew P. Gilbert Era Anagnosti Mitchell Marder Gina H. Lee DLA Piper LLP (US) 500 Eighth Street, NW Washington, District of Columbia 20004 (202) 799-4000 |
Brian K. Rosenzweig Julie M. Plyler Covington & Burling LLP 30 Hudson Yards New York, New York 10001 (212) 841-1000 |
______________________________________
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
☐ |
Accelerated filer |
☐ |
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Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
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Emerging growth company |
☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-299024) is being filed solely for the purpose of filing a revised Exhibit 107 (Filing Fee Table). Accordingly, this Amendment No. 2 consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the revised Exhibit 107 filed herewith. The remainder of the Registration Statement is unchanged and has therefore been omitted.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits.
The exhibits listed below are filed as part of this registration statement.
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Exhibit |
Exhibit Description |
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10.24+* |
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10.25#* |
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10.26+* |
Consulting Agreement, dated January 1, 2024, by and between the Company and Michael Berendt. |
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10.27+* |
Consulting Agreement, dated January 1, 2024, by and between the Company and Donald Olds. |
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21.1* |
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23.1* |
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23.2* |
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24.1* |
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99.1* |
Consent of Pavan Cheruvu, Prospective Director, dated September 18, 2026. |
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107 |
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* Previously filed.
+ Indicates management contract or compensatory plan or arrangement.
# Pursuant to Item 601(b)(10) of Regulation S-K, portions of this exhibit have been omitted as the Company has determined that the omitted information is (i) not material and (ii) the type of information that the Company customarily and actually treats as private or confidential.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Company has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Falls Church, Virginia, on the 7th day of October, 2026.
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RETENSION PHARMACEUTICALS, INC. |
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By: |
/s/ Eric Keller |
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Eric Keller |
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Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
Title |
Date |
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/s/ Eric Keller |
Chief Executive Officer and Director |
October 7, 2026 |
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Eric Keller |
(Principal Executive Officer) |
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* |
Principal Financial Officer and |
October 7, 2026 |
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Alex Schwartz |
Principal Accounting Officer |
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* |
Chairman of the Board of Directors |
October 7, 2026 |
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Michael Joseph Berendt |
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* |
Director |
October 7, 2026 |
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Franklin M. Berger |
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* |
Director |
October 7, 2026 |
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Donald Olds |
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*By: |
/s/ Eric Keller |
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Eric Keller |
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Attorney-in-Fact |
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