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) ~~April~~February 219, ~~2024~~2025

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~~409 ~~North~~Apollo ~~McDowell~~Beach ~~Boulevard~~Blvd, Suite ~~150~~6

~~Petaluma,~~Apollo CABeach, ~~94954~~FL 33572

(Address of principal executive offices, including zip code)

(415) 578-9583

(Registrant’s telephone number, including area code)

~~Not~~1450 ~~Applicable~~North McDowell Boulevard, Suite 150

Petaluma, CA 94954

(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 81.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

On ~~April~~February 219, ~~2024~~2025, RetinalGenix Technologies Inc. (the ~~Court~~“Company”) ofentered ~~Chancery~~into ofamendment (the ~~State~~“Amendment”) ofto the ~~Delaware~~Pre-Funded ~~issued~~Common anStock ~~order~~Purchase inWarrant, dated December 27, 2021 (the ~~proceeding~~“Warrant”), ~~entitled~~for ~~Sanovas~~28,014,540 ~~Inc.~~shares v.of ~~Lawrence~~the J.Company’s ~~Gerrans~~common ~~and~~stock ~~Halo~~held ~~Management~~by ~~(C.A.~~Sanovas ~~No.~~Ophthalmology, ~~2020-0993-PAF)~~LLC ~~voiding~~to ~~and~~provide ~~cancelling~~that ~~3,000,000~~the ~~shares~~Warrant ofmay ~~Series~~not Fbe ~~Preferred~~exercised ~~Stock~~prior ~~issued~~to bythe ~~RetinalGenix~~earlier of: (a) February ~~Technologies~~1, ~~Inc.~~2030 or (b) the “third anniversary of the Company”)’s uplisting to ~~Halo~~The ~~Management~~Nasdaq ~~LLC~~Stock ~~(“Halo”)~~Market inor ~~2018~~NYSE American.

AsThe ~~previously~~foregoing ~~disclosed,~~description of the ~~Company’s~~Amendment ~~Board~~is ofnot ~~Directors~~complete ~~adopted~~and ais ~~resolution~~qualified onin ~~November~~its ~~21,~~entirety ~~2021~~by reference to ~~rescind~~ the ~~3,000,000~~full ~~shares~~ text of ~~Series~~the FAmendment, a ~~Preferred~~copy ~~Stock~~of ~~issued~~which tois ~~Halo~~filed ~~for~~as ~~lack~~Exhibit ~~of contract consideration~~10.1 ~~The~~to ~~Company~~this ~~recorded~~Current ~~this~~Report ~~action~~on ~~into~~Form ~~its~~8-K ~~accounts~~and ~~in the~~is ~~fourth~~incorporated ~~quarter~~by ofreference ~~2021~~herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Amendment to Pre-Funded Common Stock Purchase Warrant, dated February 19, 2025, by and between RetinalGenix Technologies, Inc. and Sanovas Ophthalmology, LLC
104		Inline XBRL for the cover page of this Current Report on Form 8-K

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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: April 8, 2024	By:	/s/ Jerry Katzman
Date: February 20, 2025	By:	/s/ Jerry Katzman
		Jerry Katzman Chief Executive Officer
		Jerry Katzman
		Chief Executive Officer

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