Current Report Filing (8-k)
07 Juli 2022 - 3:25PM
Edgar (US Regulatory)
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0001836295
2022-07-05
2022-07-05
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported) July 5, 2022
RETINALGENIX
TECHNOLOGIES INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
333-258528 |
|
82-3936890 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.
R. S. Employer
Identification
No.) |
1450
North McDowell Boulevard, Suite 150
Petaluma,
CA 94954
(Address
of principal executive offices, including zip code)
(415)
578-9583
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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).
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 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement.
On
July 5, 2022, RetinalGenix Technologies Inc. (the “Company”) entered into Exchange Agreement (the “Exchange Agreement”)
with Dr. Lawrence Perich pursuant to which it acquired all the outstanding shares of DNA/GPS Inc., a pharmacogenetics company based in
Tampa, Florida (“DNA/GPS”), in exchange for the issuance of 2,000,000 shares of the Company’s common stock (the “Shares”).
The
acquisition of DNA/GPS combines DNA/GPS’ genetic mapping capabilities with the Company’s retinal imaging capabilities. The
combined technology is expected to have the ability to provide diagnoses of systemic and retinal diseases.
The
foregoing description of the Exchange Agreement is not complete and is qualified in its entirety by reference to the full text of the
Exchange Agreement, 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
2.01 Completion of Acquisition or Disposition of Assets.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.01 in its
entirety.
Item
3.02. Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02 in its
entirety. The Shares were issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities
Act”) in reliance on Section 4(a)(2) thereof. Dr. Perich represented that he was an “accredited investor,” as defined
in Regulation D, and was acquiring the Shares for investment only and not with a view towards, or for resale in connection with, the
public sale or distribution thereof. Accordingly, the Shares have not been registered under the Securities Act and may not be offered
or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state
securities laws.
Item
8.01. – Other Events.
On
July 5, 2022, the Company issued the press release attached hereto as Exhibit 99.1 announcing the acquisition of DNA/GPS Inc., pursuant
to the Exchange Agreement.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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:
July 7, 2022 |
By: |
/s/
Jerry Katzman |
| |
|
Jerry
Katzman
Chief
Executive Officer |
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