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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.
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. |
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 |