As
filed with the Securities and Exchange Commission on June 13, 2022
Registration
Statement No. 333-262282
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective
Amendment No. 2
to
FORM
S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RETINALGENIX
TECHNOLOGIES INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
3841 |
|
82-3936890 |
(State
or other jurisdiction of
incorporation or organization) |
|
(Primary
Standard Industrial
Classification Code Number) |
|
(I.R.S.
Employer
Identification Number) |
1450
North McDowell Boulevard, Suite 150
Petaluma,
CA 94954
(415)
578-9583
(Address and telephone number of registrant’s principal executive offices)
Jerry
Katzman
Chief
Executive Officer
RetinalGenix Technologies Inc.
1450
North McDowell Boulevard, Suite 150
Petaluma,
CA 94954
(415)
578-9583
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Richard
Friedman, Esq.
Nazia J. Khan, Esq.
Sheppard, Mullin, Richter & Hampton LLP
30 Rockefeller Plaza
New York, NY 10112-0015
Tel.: (212) 653-8700
Approximate
date of commencement of proposed sale to the public:
As soon as practicable after the effective date of 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.
Large
accelerated filer ☐ |
Accelerated
filer ☐ |
Non-accelerated
filer ☒ |
Smaller
reporting company ☒ |
|
|
|
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 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 which specifically states that this Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
This
Post-Effective Amendment No. 2 (this “Post-Effective Amendment”) relates to the registration statement on Form S-1 (File
No. 333-258528), initially filed by RetinalGenix Technologies Inc., a Delaware corporation (the “Registrant”), with the Securities
and Exchange Commission (the “Commission”) on August 5, 2021 and declared effective by the Commission on October 7, 2021
(the “Registration Statement”).
This
Post-Effective Amendment is being filed as an exhibit-only filing solely to file the form of Opinion. Accordingly, this Amendment No.
2 consists only of the facing page, the Explanatory Note, Item 16 of Part II of the Registration Statement and the filed exhibit. The
remainder of the Registration Statement is unchanged and has therefore been omitted.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
16. Exhibits and Financial Statement Schedules.
(a)
The exhibit index attached hereto is incorporated herein by reference.
(b)
Financial Statement Schedule
All
schedules have been mitted because the information required to be set forth in the schedules is either not applicable or is shown in
the financial statements or notes thereto.
EXHIBIT
INDEX |
Exhibit
No. |
|
Description |
3.1** |
|
First Amended and Restated Certificate of Incorporation of RetinalGenix Technologies Inc. |
3.2** |
|
Bylaws of RetinalGenix Technologies Inc. |
5.1* |
|
Opinion of Sheppard, Mullin, Richter & Hampton LLP |
10.1** |
|
Option Exchange Agreement by and between the Company and Diopsys, Inc. dated October 8, 2019 |
10.2**+ |
|
RetinalGenix Technologies Inc. 2017 Equity Incentive Plan |
10.3** |
|
Amended and Restated Master Services Agreement by and between the Company and ADM Tronics Unlimited, Inc. dated June 24, 2021 |
10.4**# |
|
Sublicense Agreement by and between the Company and Sanovas Ophthalmology LLC dated June 24, 2021 |
23.1** |
|
Consent of Liebman Goldberg & Hymowitz LLP, independent registered public accounting firm |
23.2* |
|
Consent of Sheppard, Mullin, Richter & Hampton, LLP (included in Exhibit 5.1) |
24.1** |
|
Power of Attorney |
107** |
|
Filing Fee Table |
*
Filed herewith.
**
Previously filed.
+
Indicates a management contract or any compensatory plan, contract or arrangement.
#
Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions
with an asterisk because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly
disclosed.
Financial
Statement Schedules
Schedules
have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements
or notes thereto.
ITEM
17. UNDERTAKINGS.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The
undersigned registrant hereby undertakes that:
(1)
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant
to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time
it was declared effective.
(2)
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No. 1 to the Registration
Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Petaluma, State of California,
on the 13th day of June, 2022.
|
RETINALGENIX
TECHNOLOGIES INC. |
|
|
|
By: |
/s/
Jerry Katzman |
|
|
Jerry
Katzman |
|
|
Chief
Executive Officer |
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following
persons in the capacities and on the dates indicated below.
Signature |
|
Title |
|
Date |
/s/
Jerry Katzman |
|
Chief
Executive Officer, President and Director |
|
June
13, 2022 |
Jerry
Katzman |
|
(Principal
Executive Officer and Principal Financial and Accounting Officer) |
|
|
|
|
|
|
|
* |
|
Director |
|
June
13, 2022 |
Herbert
Gould |
|
|
|
|
*
By: |
/s/
Jerry Katzman |
|
|
Jerry
Katzman, Attorney-In-Fact |
|
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