RETINAGENIX TECHNOLOGIES INC. : Entering into a Material Definitive Agreement, Completion of Acquisition or Disposal of Assets, Unrecorded Sale of Equity Securities, Other Events, Financial Statements and Exhibits (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

On July 5, 2022, RetinalGenix Technologies Inc. (the “Company”) has entered into an exchange agreement (the “Exchange Agreement”) with Dr. Laurent Perich pursuant to which it acquired all of the outstanding shares of DNA/GPS Inc.a pharmacogenetics company based in Tampa, Florida (“DNA/GPS”), in exchange for the issuance of 2,000,000 ordinary shares of the Company (the “Shares”).

The acquisition of DNA/GPS combines the genetic mapping capabilities of DNA/GPS with the Company’s retinal imaging capabilities. The combined technology should have the ability to provide diagnostics of systemic and retinal diseases.

The foregoing description of the Interchange Agreement is not complete and is qualified in its entirety by reference to the full text of the Interchange Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 2.01 Completion of Acquisition or Disposal of Assets.

The information set forth in Section 1.01 of this current report on Form 8-K is incorporated herein by reference into this Section 2.01 in its entirety.

Item 3.02. Unrecorded sales of Equity securities.

The information set forth in Section 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Section 3.02 in its entirety. The Shares were issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) thereof. this. Dr Perich declared that he was an “accredited investor”, as defined in Rule D, and that he was acquiring the Shares for investment purposes only and not with a view to, or for resale in connection with, the sale public or the distribution thereof. Accordingly, the Shares have not been registered under the Securities Act and may not be offered or sold under United States failure to register or an exemption from registration under securities law and any applicable state securities laws.


Item 8.01. - Other Events.



On July 5, 2022the Company has issued the press release attached as Exhibit 99.1 announcing the acquisition of DNA/GPS Inc.in accordance with the exchange agreement.

Item 9.01 Financial statements and supporting documents.


(d) Exhibits



Exhibit No.   Description
10.1            Exchange Agreement, dated as of July 5, 2022, by and among
              RetinalGenix Technologies, Inc. DNA/GPS Inc. and Lawrence Perich
99.1            Press Release issued by RetinalGenix Technologies Inc., dated July
              6, 2022
104           Inline XBRL for the cover page of this Current Report on Form 8-K




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