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RTGN on OTC

RetinalGenix Technologies Inc.

RetinalGenix Technologies Inc. is an American surgical and medical instruments and apparatus company.1 It is headquartered in Petaluma, California.1 Its shares trade on OTC under the symbol RTGN.1

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Last updated Oct 21, 2026.

Overview

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  • TickerRTGN on OTC1
  • IndustrySurgical & Medical Instruments & Apparatus1
  • HeadquartersPetaluma, California1
  • Incorporated inDE2
  • Business address1450 North Mcdowell Boulevard, Suite 150, Petaluma, Ca 949542
  • Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company2
  • Legal formCorporation

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Imaging Screening Device , a portable, retinal imaging system providing a wide field of view without requiring pupil dilation;3 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Financial statements

Net income45678-$2.4M in 2025+17% since 2020
-$6.0M-$4.0M-$2.0M02020: -$2.1M-$2.1M20202021: -$2.2M-$2.2M2021+5%2022: -$3.9M-$3.9M2022+80%2023: -$2.1M-$2.1M2023−47%2024: -$4.3M-$4.3M2024+107%2025: -$2.4M-$2.4M2025−44%

Every line of the income statement as filed: the last 2 fiscal years, latest first.8

Period ending2025-12-312024-12-31
General and administrative$1.3M$1.3M
Research and development$83.0K$373.3K
Stock-based compensation$1.0M$2.6M
Total operating expenses$2.4M$4.3M
Interest expense, net$4.0K$3.8K
Net loss-$2.4M-$4.3M
Net loss per share, basic-$0.13-$0.24
Net loss per share, diluted-$0.13-$0.24
Weighted average number of common shares outstanding during the period- basic18.6M shares17.9M shares
Weighted average number of common shares outstanding during the period- diluted18.6M shares17.9M shares

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What it owns

What RetinalGenix Technologies Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Accumulated depreciation$3078 Dec 31, 2025$2518 Dec 31, 2024+22.3%
Property and equipment, net$568 Dec 31, 2024$1567 Dec 31, 2023−64.1%
Operating-lease assets (leased space)$4.3K8 Dec 31, 2025$6.8K8 Dec 31, 2024−37.5%

Properties, in its own words

In September 2024, the Company entered into an office suite lease. The term of the lease is for a period of 12 months. The lease auto-renews for an additional two years, unless the lessor is notified. The monthly payment is $650 and escalates to $690 over the three years. A security deposit of $1,995 was paid in connection with this lease.

We believe this arrangement is adequate for our current needs.

Item 2 of the 10-K filed Apr 15, 2026.3

Leadership

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive Officer, DirectorJerry Katzman named Feb 11, 202511
  • DirectorHerbert Gould named Feb 11, 202511
  • DirectorVinay Mehindru named Feb 11, 202511

Timeline

  1. Jul 15, 20268-K Change of auditor12
  2. Mar 26, 20268-K Executive or director change13
  3. Feb 20, 20258-K Entered a material agreement14
  4. Apr 8, 20248-K Other events15
  5. Dec 6, 20238-K Executive or director change16
  6. Dec 4, 20238-K Executive or director change; Other events17
  7. Jul 28, 20228-K Executive or director change18
  8. Jul 7, 20228-K Entered a material agreement; Completed an acquisition or sale; Unregistered sale of shares19
  9. Feb 17, 20228-K Entered a material agreement20
  10. Dec 30, 20218-K Entered a material agreement; Unregistered sale of shares21

Filings

106 filings to the SEC since October 2021: 6 annual reports, 18 quarterly reports, 10 major events, 2 private raises, 70 other. The latest 20:

  1. Aug 14, 202610-Q EDGAR
  2. Jul 15, 20268-K EDGAR
  3. Jun 10, 2026144 EDGAR
  4. May 20, 202610-Q EDGAR
  5. May 15, 2026NT 10-Q EDGAR
  6. Apr 15, 202610-K EDGAR
  7. Mar 30, 2026NT 10-K EDGAR
  8. Mar 26, 20268-K EDGAR
  9. Feb 25, 2026144 EDGAR
  10. Nov 14, 202510-Q EDGAR
  11. Nov 7, 2025144 EDGAR
  12. Aug 20, 202510-Q/A EDGAR
  13. Aug 19, 202510-Q EDGAR
  14. Aug 14, 2025NT 10-Q EDGAR
  15. Aug 12, 2025144 EDGAR
  16. Jun 27, 2025EFFECT EDGAR
  17. Jun 27, 2025EFFECT EDGAR
  18. Jun 23, 2025POS AM EDGAR
  19. Jun 23, 2025POS AM EDGAR
  20. Jun 20, 2025POS AM EDGAR

The 106 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$653.1K 2024–2024
Money received by yearMoney received by year, 2024–2024: $653.1K in all. Private raises (Form D) $653.1K.$0$200K$400K$600K$800K2024 · Private raises (Form D): $653.1K2024
Figures by year
YearPrivate raises (Form D)Total
2024$653.1K$653.1K

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. Jan 23, 2024Raised $653,089 in a private offering of equity11 Form D: $5 million offered in all Form D

SEC filer profile

How RetinalGenix Technologies Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARRetinalGenix Technologies Inc.1
  • CIK0001836295
  • Employer ID (EIN)82-39368903
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company3
  • Incorporated inDelaware3
  • Fiscal year endsDecember 311
  • Industry code (SIC)3841 Surgical & Medical Instruments & Apparatus1
  • SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
  • Business address1450 North Mcdowell Boulevard, Suite 150, Petaluma, CA 949541
  • Phone415-578-95831
  • Shares outstanding18,843,628 as of Aug 15, 202610
  • Public float$15.5M as of Jun 30, 20253
  • AuditorLiebman Hymowitz, LLP, Garden City, New York PCAOB ID 473; no auditor attestation of internal control over financial reporting3
  • On EDGAR sinceFeb 16, 20211
  • Filings114 in all: POS AM (16), 10-Q (15), 8-K (10), EFFECT (10), CORRESP (9), NT 10-Q (9), 144 (8), UPLOAD (8)1
    All 21 form types

    424B3 (7), 10-K (5), 10-Q/A (3), D (2), NT 10-K (2), S-1 (2), S-1/A (2), 10-K/A (1), AW (1), D/A (1), DRS (1), DRS/A (1), DRSLTR (1)

  • Latest filingsAnnual report (10-K) Apr 15, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Latest 8-K (8-K) Jul 15, 2026

Risk factors and legal proceedings

The risks RetinalGenix Technologies Inc. names in Item 1A of its 10-K filed Apr 15, 2026: 51 risks under these headings, as written.3

  • Risk Related to our Financial Position and Need for Capital
  • We have generated no revenue from commercial sales to date and our future profitability is uncertain.
  • If we fail to obtain the capital necessary to fund our operations, we will be unable to continue or complete our product development and you will likely lose your entire investment.
  • Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our products on unfavorable terms to us.
  • There is substantial doubt about our ability to continue as a going concern.
  • Failure to maintain effective internal control over our financial reporting in accordance with Section 404 of Sarbanes-Oxley could cause our financial reports to be inaccurate.
  • Risks Relating to Our Business
  • Our revenues from sales of our products will be dependent upon pricing and reimbursement guidelines, and if pricing and reimbursement levels are inadequate to achieve profitability, our operations will suffer.
  • If our suppliers cannot provide the components we require, our ability to develop and manufacture our products could be harmed.
  • Our commercial and financial success depends on our products being accepted in the market, and if not achieved will result in our not being able to generate revenues to support our operations.
  • We may face substantial competition in the future and may not be able to keep pace with the rapid technological changes which may result from others discovering, developing or commercializing products before or more successfully than we do.
  • Product liability lawsuits against us could cause us to incur substantial liabilities and to limit commercialization of any products that we may develop.
The other 41 risks
  • If the quality or delivery of our products does not meet our customers’ expectations, our reputation could suffer and ultimately our sales and operating earnings could be negatively impacted.
  • Failure to comply with data privacy and security laws could have a material adverse effect on our business.
  • We may not be successful in hiring and retaining key employees, including executive officers.
  • Our management overlaps substantially with the management and beneficial owners of our principal stockholder, which may give rise to potential conflicts of interest.
  • We may acquire other businesses, form joint ventures or make investments in other companies or technologies that could negatively affect our operating results, dilute our stockholders’ ownership, increase our debt or cause us to incur significant expense.
  • If we fail to accurately forecast demand for our products, we could incur additional costs or experience lost sales.
  • We are increasingly dependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity and data leakage risks.
  • Any failure to maintain the security of information relating to our patients, customers, employees and suppliers, whether as a result of cybersecurity attacks or otherwise, could expose us to litigation, government enforcement actions and costly response measures, and could disrupt our operations and harm our reputation.
  • If our facilities were to experience catastrophic loss, our operations would be seriously harmed.
  • Declining general economic or business conditions may have a negative impact on our business.
  • We will be dependent upon third parties for the distribution of our products, and if such third parties are unable to establish and maintain effective sales, marketing and distribution capabilities, we will be unable to successfully commercialize our products.
  • Risks Relating to Intellectual Property
  • Our intellectual property may not be sufficient to protect our products from competition, which may negatively affect our business.
  • We may become involved in future lawsuits to protect or enforce our patents or the patents of our licensors, which could be expensive, time consuming and unsuccessful.
  • We may not be able to enforce our intellectual property rights throughout the world.
  • Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets.
  • We may be unable to adequately prevent disclosure of trade secrets and other proprietary information.
  • Risks Relating to Government Regulations
  • Our failure to obtain and maintain FDA clearances or approvals on a timely basis, or at all, would prevent us from commercializing our products in the U.S., which could severely harm our business.
  • Our promotional practices will be subject to extensive government scrutiny. We may be subject to governmental, regulatory and other legal proceedings relative to advertising, promotion, and marketing that could have a significant negative effect on our business.
  • Our product candidates RTG-2023 and RTG-2024 require significant clinical testing before seeking regulatory approval. If they do not receive regulatory approval or if it is not successfully commercialized, our business will be harmed.
  • Our success depends largely upon our ability to advance our clinical product candidates, which are in early stages of development, through the various stages of drug development. If we are unable to successfully advance or develop our product candidates, our business will be materially harmed.
  • We do not have experience conducting clinical trials.
  • Clinical trials are very expensive, time-consuming, difficult to design and implement and involve an uncertain outcome, and if they fail to demonstrate safety and efficacy to the satisfaction of the FDA, or similar regulatory authorities, we will be unable to commercialize our clinical product candidates.
  • Healthcare reform measures could hinder or prevent the commercial success of our product candidates.
  • We are subject to stringent domestic and foreign medical device regulations and any unfavorable regulatory action may materially and adversely affect our financial condition and business operations.
  • A prolonged U.S. federal government shutdown could materially and adversely affect our business and operations.
  • The pausing or termination of government grants by the United States government could have a major effect on the pharmaceutical industry, and as a result, our operations and prospects.
  • Inadequate funding, government shutdowns, workforce reductions or other policy changes affecting the FDA, the SEC or other government agencies could hinder their ability to hire and retain key leadership and other personnel, prevent new products and services from being developed or commercialized in a timely manner or otherwise prevent those agencies from performing normal business functions on which the operation of our business may rely, which could negatively impact our business.
  • We will also be subject to stringent government regulation in foreign countries, which could delay or prevent our ability to sell our products in those jurisdictions.
  • Failure by us or our distributors to comply with foreign regulations applicable to the products we design, manufacture, install or distribute could expose us to enforcement actions or other adverse consequences.
  • Even if we obtain clearance or approval to sell our products, we will be subject to ongoing requirements and inspections that could lead to the restriction, suspension or revocation of our clearance.
  • We could be subject to substantial fines or damages and possible exclusion from participation in federal or state health care programs if we fail to comply with the laws and regulations applicable to our business.
  • If we fail to develop and successfully introduce new products and applications or fail to improve our existing products, our business prospects and operating results may suffer.
  • Risks Related to Owning our Securities
  • Our stock price may be volatile and you may not be able to resell your shares at or above the purchase price.
  • Future sales and issuances of our common stock could result in additional dilution of the percentage ownership of our stockholders.
  • We have never paid cash dividends and have no plans to pay cash dividends in the future.
  • Our common stock is subject to the “penny stock” rules of the SEC and the trading market in the securities is limited, which makes transactions in the stock cumbersome and may reduce the value of an investment in the stock.
  • Because certain of our stockholders control a significant number of shares of our common stock, they may have effective control over actions requiring stockholder approval.
  • We are an “emerging growth company” and are able to avail ourselves of reduced disclosure requirements applicable to emerging growth companies, which could make our common stock less attractive to investors.
  • Our First Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) and our Bylaws (the “Bylaws”) and Delaware law may have anti-takeover effects that could discourage, delay or prevent a change in control, which may cause our stock price to decline.
  • Financial reporting obligations of being a public company in the U.S. are expensive and time-consuming, and our management will be required to devote substantial time to compliance matters.
  • Our Certificate of Incorporation and Bylaws provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Legal proceedings

From time to time, we may be subject to litigation and claims arising in the ordinary course of business. We are not currently a party to any material legal proceedings, and we are not aware of any pending or threatened legal proceeding against us that we believe could have a material adverse effect on our business, operating results, cash flows or financial condition.

The opening of Item 3, Legal Proceedings.3

Sources

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    SEC EDGAROther events
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