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Retension Pharmaceuticals director converts preferred shares

Both preferred-stock conversions occurred automatically immediately before the issuer’s initial public offering closed and required no payment of consideration.

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Form Type
4

Rhea-AI Filing Summary

Retension Pharmaceuticals, Inc. director Michael J. Berendt reported that on October 13, 2026, 4,026 shares of Series A Convertible Preferred Stock and 2,640 shares of Series B Convertible Preferred Stock converted into the same respective numbers of Common Stock shares.

Both classes converted automatically one-for-one immediately before the issuer’s initial public offering closed, without payment of consideration. Reported holdings after the transactions were 0 shares of each preferred class.

Insider BERENDT MICHAEL J
Role Director
Type Security Shares Price Value
Conversion Series A Convertible Preferred Stock F1 4,026 -- --
Conversion Series B Convertible Preferred Stock F2 2,640 -- --
Conversion Common Stock F1 4,026 -- --
Conversion Common Stock F2 2,640 -- --
Holdings After Transaction: Series A Convertible Preferred Stock — 0 contracts (Direct); Series B Convertible Preferred Stock — 0 contracts (Direct); Common Stock — 6,666 shares (Direct)
Footnotes (2)
  1. F1. Each share of Series A Convertible Preferred Stock (the "Series A Preferred Stock") converted automatically into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering without payment of consideration. The Series A Preferred Stock had no expiration date.
  2. F2. Each share of Series B Convertible Preferred Stock (the "Series B Preferred Stock") converted automatically into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering without payment of consideration. The Series B Preferred Stock had no expiration date.
Series A preferred shares converted 4,026 shares Converted into Common Stock on October 13, 2026
Series B preferred shares converted 2,640 shares Converted into Common Stock on October 13, 2026
Common Stock shares acquired from Series A conversion 4,026 shares Acquired on October 13, 2026
Common Stock shares acquired from Series B conversion 2,640 shares Acquired on October 13, 2026
Series A Convertible Preferred Stock financial
"Each share of Series A Convertible Preferred Stock"
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
Series B Convertible Preferred Stock financial
"Each share of Series B Convertible Preferred Stock"
Series B convertible preferred stock is a class of shares sold during a later-stage private financing that combines features of a loan and common stock: it usually pays priority dividends or has a priority claim if the company is sold, and it can be converted into common shares under predefined rules. Investors care because these shares affect ownership stakes and payout order—like having a reserved place in line and a ticket that can turn into regular ownership—so they influence potential returns and dilution for other shareholders.
initial public offering financial
"prior to the closing of the Issuer's initial public offering"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
without payment of consideration technical
"converted automatically into one share of Common Stock without payment of consideration"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many RTSN shares did director Michael J. Berendt receive in the preferred-stock conversion?

The conversion resulted in 4,026 Common Stock shares from Series A Preferred Stock and 2,640 Common Stock shares from Series B Preferred Stock. Each preferred share converted into one Common Stock share immediately before the initial public offering closed, without payment of consideration.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
BERENDT MICHAEL J

(Last)(First)(Middle)
1104 WEST BROAD STREET
SUITE 1029

(Street)
FALLS CHURCH VIRGINIA 22046

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Retension Pharmaceuticals, Inc. [ RTSN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/13/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock10/13/2026C4,026A(1)4,026D
Common Stock10/13/2026C2,640A(2)6,666D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series A Convertible Preferred Stock(1)10/13/2026C4,026 (1) (1)Common Stock4,026(1)0D
Series B Convertible Preferred Stock(2)10/13/2026C2,640 (2) (2)Common Stock2,640(2)0D
Explanation of Responses:
1. Each share of Series A Convertible Preferred Stock (the "Series A Preferred Stock") converted automatically into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering without payment of consideration. The Series A Preferred Stock had no expiration date.
2. Each share of Series B Convertible Preferred Stock (the "Series B Preferred Stock") converted automatically into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering without payment of consideration. The Series B Preferred Stock had no expiration date.
/s/ Alex Schwartz, Attorney-in-fact10/13/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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