false
--12-31
0002002988
0002002988
2026-10-09
2026-10-09
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): October 9, 2026
Retension
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-43503 |
|
93-2592788 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1104
West Broad Street #1029
Falls
Church, Virginia 22046
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (703) 940-9761
N/A
(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:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.0001 par value per share |
|
RTSN |
|
The Nasdaq Stock Market LLC |
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 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment
and Restatement of Certificate of Incorporation
As
previously disclosed in the Registration Statement on Form S-1, as amended (File No. 333-299024), of Retension Pharmaceuticals, Inc.
(the “Company”) and in connection with the closing of the Company’s initial public offering (the “IPO”)
on October 13, 2026, the Company filed its Third Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”)
with the Secretary of State of the State of Delaware on October 9, 2026. The Company’s board of directors (the “Board”)
and stockholders previously approved the Amended and Restated Certificate to be filed in connection with, and become effective immediately
prior to, the closing of the IPO.
Amendment
and Restatement of Bylaws
In
addition, the Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”), previously approved by the
Board and the Company’s stockholders, became effective immediately prior to the closing of the IPO on October 13, 2026.
The
foregoing descriptions of the Amended and Restated Certificate and Amended and Restated Bylaws are qualified in their entirety by reference
to the full text of the Amended and Restated Certificate and Amended and Restated Bylaws, which are filed as Exhibits 3.1 and 3.2 hereto,
respectively, and are incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Amended and Restated Certificate of Incorporation of Retension Pharmaceuticals, Inc. |
| |
|
| 3.2 |
|
Amended and Restated Bylaws of Retension Pharmaceuticals, Inc. |
| |
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| Date: October 13, 2026 |
Retension Pharmaceuticals, Inc. |
| |
|
|
| |
By: |
/s/ Eric Keller |
| |
Name: |
Eric Keller |
| |
Title: |
Chief Executive Officer |
