STOCK TITAN

RetinalGenix Technologies (RTGN) names Vilki & Co. as new 2026 auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

RetinalGenix Technologies Inc. reported that Liebman Hymowitz, LLP resigned as its independent registered public accounting firm, effective July 13, 2026. Liebman Hymowitz’s audit reports on the consolidated financial statements for the years ended December 31, 2025 and December 31, 2024 were unqualified but included an explanatory paragraph describing substantial doubt about the company’s ability to continue as a going concern. The company states there were no disagreements with Liebman Hymowitz on accounting principles, financial statement disclosure, or auditing scope or procedures, and no reportable events other than previously disclosed issues involving internal control over financial reporting and disclosure controls and procedures.

On July 15, 2026, RetinalGenix engaged Vilki & Co., Charted Accountants as its new independent registered public accounting firm for the year ending December 31, 2026. The company indicates it did not consult Vilki & Co. in advance on accounting principles, potential audit opinions, or any matters involving disagreements or reportable events. RetinalGenix has requested a letter from Liebman Hymowitz addressed to the SEC confirming its agreement with these disclosures, to be filed as Exhibit 16.1.

Positive

  • None.

Negative

  • Audit reports for 2024 and 2025 included an explanatory paragraph about substantial doubt regarding RetinalGenix’s ability to continue as a going concern, and the independent auditor resigned effective July 13, 2026.
Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Auditor resignation date July 13, 2026 Effective date of Liebman Hymowitz, LLP resignation as independent registered public accounting firm
New auditor engagement date July 15, 2026 Date Vilki & Co., Charted Accountants was engaged as independent registered public accounting firm
Audit periods with going-concern paragraph Year ended December 31, 2025 and December 31, 2024 Liebman Hymowitz, LLP reports including an explanatory paragraph about substantial doubt as a going concern
Future audit period Year ending December 31, 2026 Audit period for which Vilki & Co. was appointed independent registered public accounting firm
independent registered public accounting firm regulatory
"resigning as the Company’s independent registered public accounting firm, effective July 13, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
going concern financial
"included an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
reportable events regulatory
"there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K"
Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.
internal control over financial reporting financial
"including matters related to the Company’s internal control over financial reporting and disclosure controls and procedures"
Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.
disclosure controls and procedures financial
"related to the Company’s internal control over financial reporting and disclosure controls and procedures"
Policies, routines and internal checks a public company uses to identify, collect and verify information that must appear in its financial reports and public filings, and to make sure that material news is disclosed accurately and on time. Investors care because effective controls increase confidence that the company’s reported numbers and disclosures are reliable and reduce the risk of surprises, much like a building’s inspection and alarm system helps occupants trust the structure’s safety.
Item 304(a)(1)(v) of Regulation S-K regulatory
"“reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K"
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

FAQ

Why did Liebman Hymowitz resign as RTGN’s independent auditor?

Liebman Hymowitz, LLP notified RetinalGenix that it would resign as independent registered public accounting firm effective July 13, 2026. The company states there were no disagreements on accounting principles, disclosures, or audit scope during 2024, 2025, or the interim period through that date.

What did the prior audit opinions say about RTGN’s financial condition?

For 2024 and 2025, Liebman Hymowitz issued unqualified audit reports on RetinalGenix’s consolidated financial statements with an explanatory paragraph noting substantial doubt about the company’s ability to continue as a going concern, highlighting liquidity and viability concerns without qualifying the opinion itself.

Were there any disagreements or reportable events between RTGN and its former auditor?

RetinalGenix reports no disagreements with Liebman Hymowitz on accounting principles, financial statement disclosure, or auditing scope. It also cites no “reportable events” under Item 304(a)(1)(v) of Regulation S-K, other than previously disclosed issues with internal control and disclosure controls.

Who is RTGN’s new independent auditor and what period will they audit?

RetinalGenix engaged Vilki & Co., Charted Accountants as its new independent registered public accounting firm on July 15, 2026. Vilki & Co. will audit the company’s financial statements for the year ending December 31, 2026 under this engagement.

Did RTGN consult Vilki & Co. on accounting issues before the engagement?

The company states that neither RetinalGenix nor anyone on its behalf consulted Vilki & Co. before engagement about accounting principles, potential audit opinions, or any matters involving disagreements or reportable events as defined in Item 304(a)(1) of Regulation S-K.

What is Exhibit 16.1 mentioned in RTGN’s disclosure?

RetinalGenix has asked Liebman Hymowitz, LLP to provide a letter to the SEC stating whether it agrees with the company’s statements about the auditor change. This correspondence is expected to be filed as Exhibit 16.1 or by amendment when received.

What internal control issues has RTGN referenced in connection with its auditor change?

The company notes there were no new reportable events beyond matters previously disclosed regarding internal control over financial reporting and disclosure controls and procedures. These control-related issues were described in earlier SEC reports rather than arising from the current auditor transition.
false 0001836295 0001836295 2026-07-13 2026-07-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 13, 2026

 

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.)

 

409 Apollo Beach Blvd, Suite 6

Apollo Beach, FL 33572

(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 4.01 Changes in Registrant’s Certifying Accountant.

 

(a) Resignation of Independent Registered Public Accounting Firm

 

On July 13, 2026, RetinalGenix Technologies Inc. (the “Company”) received written notice from Liebman Hymowitz, LLP (“LH”) that LH will be resigning as the Company’s independent registered public accounting firm, effective July 13, 2026.

 

LH’s audit report on the Company’s consolidated financial statements for the year ended December 31, 2025 and December 31, 2024 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to audit scope or accounting principles, except that such report included an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.

 

During the years ended December 31, 2025 and December 31, 2024, and the subsequent interim period through July 13, 2026, there were no disagreements with LH on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to LH’s satisfaction, would have caused LH to make reference to the subject matter of the disagreements in connection with its report.

 

During the years ended December 31, 2025 and December 31, 2024, and the subsequent interim period through July 13, 2026, there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K, except as previously disclosed in the Company’s filings with the Securities and Exchange Commission, including matters related to the Company’s internal control over financial reporting and disclosure controls and procedures.

 

The Company has provided LH with a copy of the disclosures contained in this Current Report on Form 8-K and has requested that LH furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether LH agrees with the statements made herein. A copy of LH’s letter will be filed as Exhibit 16.1 to this Current Report on Form 8-K or by amendment when received.

 

(b) Appointment of New Independent Registered Public Accounting Firm

 

On July 15, 2026, the Company engaged Vilki & Co., Charted Accountants (“Vilki & Co.”) as the Company’s independent registered public accounting firm for the year ending December 31, 2026, effective immediately. During the years ended December 31, 2025 and 2024 and the subsequent interim period from January 1, 2026 through July 14, 2026, neither the Company nor anyone on its behalf consulted with Vilki & Co. regarding: (i) the application of accounting principles to any specified transaction, either completed or proposed or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Vilki & Co. concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.

 

-2-

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
16.1   Letter from Liebman Hymowitz, LLP addressed to the Securities and Exchange Commission.
104   Cover Page Interactive Data File.

 

-3-

 

 

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 15, 2026 By: /s/ Jerry Katzman
   

Jerry Katzman

Chief Executive Officer

 

-4-

 

Filing Exhibits & Attachments

5 documents