Correspondence 0001493152-23-046600 from RetinalGenix Technologies Inc. (RTGN) (CIK 0001836295) (RTGN)
RetinalGenix Technologies Inc. (RTGN) (CIK 0001836295)
Date: Dec. 29, 2023 · CIK: 0001836295 · Accession: 0001493152-23-046600
AI Filing Summary & Sentiment
File numbers found in text: 333-258528
Referenced dates: November 20, 2023
Letter
United States Securities and Exchange Commission Division of Corporation Finance Attention: Benjamin Richie RetinalGenix Technologies Inc. Post-Effective Amendment No. 3 to Registration Statement on Form S-1 Filed November 6, 2023 File No. 333-258528
Re:
Dear Mr. Richie:
We submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated November 20, 2023 (the “Comment Letter”), relating to the above-referenced filing.
Post-Effective Amendment No. 3 to Registration Statement on Form S-1
General
1. We note that certain of your selling shareholder(s) appear to be registering additional shares on this post-effective amendment. To the extent this increase in the number of shares represents the registration of transactions in shares not covered by the registration statement when it was initially declared effective, explain why you believe you can include additional shares by means of a post-effective amendment. Refer to Securities Act Rule 413. For additional guidance, see Question 210.01 of Securities Act Rules Compliance and Disclosure Interpretations, available on our public website.
Response: Due to clerical error, shares being registered were inadvertently increased according to a percentage for each shareholder. We have revised the share amount to reduce the number of shares that being registered. Please note that certain shareholder beneficial ownership information has been revised and updated. We have attached Schedule A which sets forth which information has changed subsequent to filing the original post-effective amendment.
United States Securities & Exchange Commission
December 28, 2023
Page
2. We note your disclosure that this post-effective amendment is being filed pursuant to Section 10(a)(3) of the Securities Act to update the registration statement to include, among other things, the audited financial statements of the registrant as of and for the year ended December 31, 2022. However, we also note that the most recent financial statement update for this registration statement was filed via post-effective amendment on June 6, 2022, which included financial statements as of and for the year ended December 31, 2021. Under Section 10(a)(3) of the Securities Act, “when a prospectus is used more than nine months after the effective date of the registration statement, the [audited financial] information contained therein shall be as of a date not more than sixteen months prior to such use.” Please tell us whether you engaged in the offer or sale of your securities using the prospectus during which time the audited financial statements in the prospectus were not current. Refer to Securities Act Rules C&DI Question 212.11.
Response: The Company did not engage in the offer or sale of its securities using the prospectus during which time the audited financial statements in the prospectus were not current.
*****
Sincerely,
/s/
Jerry Katzman
Show Raw Text
CORRESP
1
filename1.htm
December
28, 2023
VIA
ELECTRONIC MAIL
United
States Securities and Exchange Commission
Division
of Corporation Finance
100
F Street, N.E.
Washington,
D.C. 20549
Attention:
Benjamin Richie
Re:
RetinalGenix
Technologies Inc.
Post-Effective
Amendment No. 3 to Registration Statement on Form S-1
Filed
November 6, 2023
File
No. 333-258528
Dear
Mr. Richie:
We
submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) contained in its letter dated November 20, 2023 (the “Comment Letter”), relating
to the above-referenced filing.
Post-Effective
Amendment No. 3 to Registration Statement on Form S-1
General
1. We
note that certain of your selling shareholder(s) appear to be registering additional shares
on this post-effective amendment. To the extent this increase in the number of shares represents
the registration of transactions in shares not covered by the registration statement when
it was initially declared effective, explain why you believe you can include additional shares
by means of a post-effective amendment. Refer to Securities Act Rule 413. For additional
guidance, see Question 210.01 of Securities Act Rules Compliance and Disclosure Interpretations,
available on our public website.
Response:
Due to clerical error, shares being registered were inadvertently increased according to a percentage for each shareholder. We have revised
the share amount to reduce the number of shares that being registered. Please note that certain shareholder beneficial ownership information
has been revised and updated. We have attached Schedule A which sets forth which information has changed subsequent to filing
the original post-effective amendment.
United
States Securities & Exchange Commission
December
28, 2023
Page
2
2. We
note your disclosure that this post-effective amendment is being filed pursuant to Section
10(a)(3) of the Securities Act to update the registration statement to include, among other
things, the audited financial statements of the registrant as of and for the year ended December
31, 2022. However, we also note that the most recent financial statement update for this
registration statement was filed via post-effective amendment on June 6, 2022, which included
financial statements as of and for the year ended December 31, 2021. Under Section 10(a)(3)
of the Securities Act, “when a prospectus is used more than nine months after the effective
date of the registration statement, the [audited financial] information contained therein
shall be as of a date not more than sixteen months prior to such use.” Please tell
us whether you engaged in the offer or sale of your securities using the prospectus during
which time the audited financial statements in the prospectus were not current. Refer to
Securities Act Rules C&DI Question 212.11.
Response:
The Company did not engage in the offer or sale of its securities using the prospectus during which time the audited financial statements
in the prospectus were not current.
*****
Sincerely,
/s/
Jerry Katzman
Jerry
Katzman
Chief
Executive Officer
United
States Securities & Exchange Commission
December
28, 2023
Page
3
Schedule
A
Registration
Statement 333-258528
Name
of Stockholder
Original
Amount Registered
Amount
Registered in
POST AM
NO
3
Amount
Registered
POST
AM
NO
4
Note
Jeffrey
Banister and Milissa Banister JT
1,250
1,000
100
11,250
warrants expired so we can’t register the full amount originally filed, we can register the maximum amount of shares they own.
Hayden
Hosford
15,000
16,000
15,000
Mr.
Hosford owns 160,000 shares and we registered 10% of that in POST AM NO 3. In POST AM NO 4 we have registered 15,000 shares as originally
filed
Dana
Seymour
785
1,285
785
Ms.
Seymour owns 12,850 shares and we registered 10% of that in POST AM NO 3. In POST AM NO 4 we registered 785 shares as originally
filed.
Joseph
Caprioni
1,000
2,000
1,000
Mr.
Caprioni owns 20,000 shares and we registered 10% of that in POST AM NO 3. In POST AM NO 4 we registered 1,000 shares as originally
filed.
The
Kinnear Trust dated July 13, 2000
500
1,500
500
The
Kinnear Trust owns 15,000 shares and we registered 10% of that in the POST AM NO 3. In POST AM NO 4 we registered 500 shares as originally
filed.
United
States Securities & Exchange Commission
December
28, 2023
Page
4
Name
of Stockholder
Original
Amount Registered
Amount
Registered in
POST AM
NO
3
Amount
Registered
POST
AM
NO
4
Note
Richard
& Pamela Wyatt
1,250
0
0
Warrants
expired so we can’t register the full amount originally filed.
Eric
P. Werner and Michele A. Werner
1,676
1,667
1,676
The
Werners own 16,672 shares and we registered 10% of that in the POST AM NO 3. In POST AM NO 4 we registered 1,676 shares as originally
filed.
Lori
Rheaume
1,020
1,520
1,020
Ms.
Rheaume owns 15,200 shares and we registered 10% of that in the POST AM NO 3. In POST AM No 4 we registered 1,020 shares as originally
filed.
Scott
Rowe
1,000
0
0
Mr.
Rowe is no longer with the company and his options are no longer valid so we can’t register the full amount originally filed.
Lanier
W. Moore II Trustee
12,000
17,500
12,000
Mr.
Moore owns 175,000 shares and we registered 10% of that in the POST AM NO 3. In POST AM No 4 we registered 12,000 shares as originally
filed.
Hans
Van Boldrik
500
1,500
500
Mr.
Van Boldrik owns 15,000 shares and we registered 10% of that in the POST AM NO 3. In POST AM No 4 we registered 500 shares as originally
filed.
United
States Securities & Exchange Commission
December
28, 2023
Page
5
Name
of Stockholder
Original
Amount Registered
Amount
Registered in
POST AM
NO
3
Amount
Registered
POST
AM
NO
4
Note
Fred
Chasalow
4,000
6,500
4,000
Mr.
Chasalow owns 65,000 shares and we registered 10% of that in the POST AM NO 3. In POST AM No 4 we registered 4,000 shares as originally
filed.
Bayern
Capital, LLC
506,700
466,620
506,700
Bayern
Capital owns 4,666,200 shares so we registered 10% of that in the POST AM NO 3. In POST AM No 4 we registered 506,700 shares as originally
filed.
Herbert
Gould
35,000
31,500
35,000
Mr.
Gould owns 315,000 shares so we registered 10% of that in the POST AM NO 3 In POST AM No 4 we registered 35,000 shares as originally
filed.
Eugene
Harrison
3,000
5,000
3,000
Mr.
Harrison owns 50,000 shares so we registered 10% of that in the POST AM NO 3. In POST AM No 4 we registered 3,000 shares as originally
filed.