Correspondence 0001493152-24-002806 from RetinalGenix Technologies Inc. (RTGN) (CIK 0001836295) (RTGN)
RetinalGenix Technologies Inc. (RTGN) (CIK 0001836295)
Date: Jan. 17, 2024 · CIK: 0001836295 · Accession: 0001493152-24-002806
AI Filing Summary & Sentiment
File numbers found in text: 333-258528
Letter
United States Securities and Exchange Commission Division of Corporation Finance Attention: Benjamin Richie Post-Effective Amendment No. 4 to Registration Statement on Form S-1 Filed December 29, 2023 File No. 333-258528
Re: RetinalGenix, Inc.
Dear Mr. Richie:
We submit this letter in response to oral comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received on January 12, 2024, relating to the above-referenced filing.
Post-Effective Amendment No. 4 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.
Response: Due to clerical error, two of the shareholders, Hans Van Boldrick and Fred Chasalow, were not changed in the Form S-1. We made the changes that were indicated in our previous correspondence. We have attached Schedule A which sets forth which information has changed subsequent to filing the original post-effective amendment.
2. Please confirm 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 has confirmed with its transfer agent that no shares were issued using the prospectus during fiscal 2023 or otherwise during any time which the audited financial statements in the prospectus were not current.
*****
Sincerely,
/s/
Jerry Katzman
Show Raw Text
CORRESP
1
filename1.htm
January
17, 2024
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, Inc.
Post-Effective Amendment No. 4 to Registration Statement on Form S-1
Filed December 29, 2023
File No. 333-258528
Dear
Mr. Richie:
We
submit this letter in response to oral comments from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) received on January 12, 2024, relating to the above-referenced filing.
Post-Effective
Amendment No. 4 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.
Response:
Due to clerical error, two of the shareholders, Hans Van Boldrick and Fred Chasalow, were not changed in the Form S-1. We made the
changes that were indicated in our previous correspondence. We have attached Schedule A which sets forth which information has
changed subsequent to filing the original post-effective amendment.
2. Please
confirm 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 has confirmed with its transfer agent that no shares were issued using the prospectus during fiscal 2023 or otherwise during
any time which the audited financial statements in the prospectus were not current.
*****
Sincerely,
/s/
Jerry Katzman
Jerry
Katzman
Chief
Executive Officer
United
States Securities & Exchange Commission
January
17, 2024
Page
2
Schedule
A
Registration
Statement 333-258528
Name of Stockholder
Original Amount Registered
Amount Registered in
POST AM NO 3
Amount Registered
POST AM NO 5
Note
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 4. In POST AM No 5 we registered 500 shares as originally filed.
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 4. In POST AM No 5 we registered 4,000 shares as originally filed.