{"url_path":"/sec/rtgn/10-q/2026/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1836295/0001493152-26-024649-index.html","accession_number":"0001493152-26-024649","cik":"0001836295","ticker":"RTGN","issuer_name":"RetinalGenix Technologies Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1836295/0001493152-26-024649-index.html","primary_entity_key":"0001836295","primary_entity_name":"RetinalGenix Technologies 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EXCHANGE COMMISSION**\n\n**WASHINGTON,\nDC 20549**\n\n \n\n**FORM\n10-Q**\n\n \n\n**(Mark\nOne)**\n\n☒\nQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\n \n\n**For\nthe quarterly period ended March 31, 2026**\n\n \n\n**OR**\n\n \n\n☐\nTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\n \n\n**For\nthe transition period from ________________ to ________________**\n\n \n\n**Commission\nFile Number: 333-258528**\n\n \n\n**RETINALGENIX\nTECHNOLOGIES INC.**\n\n(Exact\nName of Registrant as Specified in its Charter)\n\n \n\n**Delaware**\n \n**82-3936890**\n\n(State\nor other jurisdiction\n\nof\nincorporation or organization)\n\n \n\n(I.R.S.\nEmployer\n\nIdentification\nNo.)\n\n \n \n \n\n409\nApollo Beach Blvd, Suite 6 Apollo Beach, FL\n \n33572\n\n(Address\nof principal executive offices)\n \n(Zip\nCode)\n\n \n\n**(415)\n578-9583**\n\n(Registrant’s\ntelephone number, including area code)\n\n \n\n**Not\napplicable**\n\n(Former\nname, former address and former fiscal year, if changed since last report\n\n \n\nSecurities\nregistered pursuant to Section 12(b) of the Act: **None**\n\n \n\nIndicate\nby check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange\nAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)\nhas been subject to such filing requirements for the past 90 days. Yes ☒ No ☐\n\n \n\nIndicate\nby check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule\n405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant\nwas required to submit such files). Yes ☒ No ☐\n\n \n\nIndicate\nby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting\ncompany or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”\n“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.\n\n \n\nLarge\naccelerated filer\n☐\nAccelerated\nfiler\n☐\n\nNon-accelerated\nfiler\n☒\nSmaller\nreporting company\n☒\n\n \n \nEmerging\ngrowth company\n☒\n\n \n\nIf\nan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying\nwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒\n\n \n\nIndicate\nby check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒\n\n \n\nThe\nnumber of shares of the issuer’s common stock, $0.0001 par value per share, outstanding at May 20, 2026 was 18,843,628.\n\n \n\n \n\n \n\n \n\n \n\n \n\n**RETINALGENIX\nTECHNOLOGIES INC.**\n\n**CONDENSED**\n**CONSOLIDATED BALANCE SHEETS**\n\n \n\n  \n\nMarch 31, 2026 \n\n(unaudited)\n  \nDecember\n31, 2025\n\n**(Audited)**\n\n \n\nASSETS \n    \n   \n\nCurrent Assets \n    \n   \n\nCash \n$180  \n$14,774 \n\nTotal Current Assets \n 180  \n 14,774 \n\n  \n    \n   \n\nOperating lease right-of-use asset \n 3,630  \n 4,272 \n\nSecurity deposit \n 1,995  \n 1,995 \n\n  \n    \n   \n\nTOTAL ASSETS \n$5,805  \n$21,041 \n\nLIABILITIES AND STOCKHOLDER’S DEFICIT \n    \n   \n\nLiabilities \n    \n   \n\nCurrent Liabilities \n    \n   \n\nAccounts payable and accrued liabilities \n$1,189,520  \n$1,084,763 \n\nDue to Sanovas \n 830,632  \n 674,842 \n\nDue to related parties \n 468,428  \n 489,224 \n\nShareholders’ notes payable \n 49,000  \n 49,000 \n\nOperating lease liability – current portion \n 2,860  \n 2,860 \n\nAccrued interest payable \n 20,239  \n 19,279 \n\nTotal Current Liabilities \n 2,560,679  \n 2,319,968 \n\nOperating lease liability – long term portion \n 3,210  \n 3,684 \n\nTotal liabilities \n 2,563,889  \n 2,323,652 \n\n  \n    \n   \n\nStockholder’s Deficit: \n    \n   \n\nPreferred stock, $0.0001 par value; 40,000,000 shares authorized; Series F preferred stock - 3,000,000 shares designated, 0 issued and outstanding at March 31, 2026 and December 31, 2025 \n -  \n - \n\nCommon stock, $0.0001 par value; 80,000,000 shares authorized; 18,754,739 shares issued and outstanding at March 31, 2026 and December 31, 2025 \n 1,875  \n 1,875 \n\nAdditional paid-in capital \n 15,889,147  \n 15,679,131 \n\nStock subscription receivable \n -  \n (125,000)\n\nAccumulated deficit \n (18,449,106) \n (17,858,617)\n\nTotal Stockholders’ Deficit \n (2,558,084) \n (2,302,611)\n\nTOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT \n$5,805  \n$21,041 \n\n \n\n*The\naccompanying notes are an integral part of these condensed consolidated financial statements.*\n\n \n\n2\n\n \n\n** \n\n**RETINALGENIX\nTECHNOLOGIES INC.**\n\n**CONDENSED**\n**CONSOLIDATED STATEMENTS OF OPERATIONS**\n\n**(UNAUDITED)**\n\n \n\n  \n2026  \n2025 \n\n  \nFor the three months ended \n\n  \nMarch 31, \n\n  \n2026  \n2025 \n\n  \n   \n  \n\nRevenues \n$-  \n$- \n\nOperating expenses: \n    \n   \n\nGeneral and administrative \n 262,149  \n 341,203 \n\nResearch and development \n 117,064  \n 13,214 \n\nStock-based compensation \n 210,016  \n 231,933 \n\n  \n    \n   \n\nTotal operating expenses \n 589,229  \n 586,350 \n\n  \n    \n   \n\nInterest expense, net \n 1,260  \n 909 \n\n  \n    \n   \n\nNet loss \n$(590,489) \n$(587,259)\n\n  \n    \n   \n\nNet loss per share - basic and diluted \n$(0.03) \n$(0.03)\n\n  \n    \n   \n\nWeighted average number of common shares outstanding during the period- basic and diluted \n 18,754,739  \n 18,522,295 \n\n \n\n*The\naccompanying notes are an integral part of these condensed consolidated financial statements.*\n\n \n\n3\n\n \n\n \n\n**RETINALGENIX\nTECHNOLOGIES INC.**\n\n**CONDENSED\nCONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT**\n\n**FOR\nTHE THREE MONTHS ENDED MARCH 31, 2026 and 2025**\n\n**(UNAUDITED)**\n\n** **\n\n  \n\nCommon\n\nshares\n  \nAmount  \n\nAdditional\nPaid in\n\nCapital\n  \n\nStock\nSubscription\n\nReceivable\n  \n\nAccumulated\n\nDeficit\n  \n\nTotal Stockholder’s\n\nDeficit\n \n\n2026 Period \n   \n   \n   \n   \n   \n  \n\nBalance as at December 31, 2025 (audited) \n 18,754,739  \n$1,875  \n$15,679,131  \n$(125,000) \n$(17,858,617) \n$    (2,302,611)\n\n  \n    \n    \n    \n    \n    \n   \n\nCollection of stock subscription receivable \n -  \n -  \n -  \n 125,000  \n -  \n 125,000 \n\nStock based compensation expense \n -  \n -  \n 210,016  \n    \n -  \n 210,016 \n\n  \n    \n    \n    \n    \n    \n   \n\nNet loss \n -  \n -  \n -  \n    \n (590,489) \n (590,489)\n\nBalance as at March 31, 2026 \n 18,754,739  \n$1,875  \n$15,889,147  \n$-  \n$(18,449,106) \n$(2,558,084)\n\n  \n    \n    \n    \n    \n    \n   \n\n2025 Period \n   \n   \n   \n   \n   \n  \n\nBalance as at December 31, 2024 (audited) \n 18,522,295  \n$1,852  \n$14,115,560  \n$(150,000) \n$(15,430,022) \n$(1,462,610)\n\n  \n    \n    \n    \n    \n    \n   \n\n  \n    \n    \n    \n    \n    \n   \n\nStock based compensation expense \n -  \n -  \n 231,933  \n -  \n -  \n 231,933 \n\n  \n    \n    \n    \n    \n    \n - \n\nCollection of stock subscription receivable \n -  \n -  \n -  \n 150,000  \n -  \n 150,000 \n\nNet loss \n -  \n -  \n -  \n    \n (587,259) \n (587,259)\n\nBalance as at March 31, 2025 \n 18,522,295  \n$1,852  \n$14,347,493  \n -  \n$(16,017,281) \n$(1,667,936)\n\n \n\n*The\naccompanying notes are an integral part of these condensed consolidated financial statements.*\n\n \n\n4\n\n \n\n \n\n**RETINALGENIX\nTECHNOLOGIES INC.**\n\n**CONDENSED**\n**CONSOLIDATED STATEMENTS OF CASH FLOWS**\n\n**(UNAUDITED)**\n\n \n\n  \n2026  \n2025 \n\n  \nFor the three months ended \n\n  \nMarch 31, \n\n  \n2026  \n2025 \n\nCash Flows From Operating Activities \n    \n   \n\nNet loss \n$(590,489) \n$(587,259)\n\nAdjustments to reconcile net loss to net cash (used in) operating activities \n    \n   \n\nNon-cash items: \n    \n   \n\nStock-based compensation expense \n 210,016  \n 231,933 \n\nDepreciation expense \n -  \n 25 \n\nAmortization of ROU asset \n 642  \n 641 \n\nExpenses allocated by Sanovas on behalf of Company \n 165,375  \n 165,375 \n\nChanges in operating liabilities: \n    \n   \n\nIncrease in accounts payable and accrued liabilities \n 104,757  \n 1,257 \n\nDecrease in lease liability \n (474) \n (154 \n\nIncrease in accrued interest \n 960  \n 960 \n\nTotal adjustments \n 481,276  \n 400,037 \n\nNet cash (used in) operating activities \n (109,213) \n (187,222)\n\n  \n    \n   \n\nCash Flows From Financing Activities \n    \n   \n\nProceeds from collection of stock subscription receivable \n 125,000  \n 150,000 \n\nProceeds from exercise of stock options and warrants \n -  \n - \n\nAdvances from related parties, net \n (30,381) \n 34,873 \n\nNet cash provided by financing activities \n 94,619  \n 184,873 \n\nNet (decrease) in cash \n (14,594) \n (2,349)\n\nCash at beginning of period \n 14,774  \n 6,060 \n\nCash at end of period \n$180  \n$3,711 \n\n  \n    \n   \n\nSupplemental Disclosure of Cash Flow information: \n    \n   \n\nInterest paid during the period \n$-  \n$- \n\nIncome taxes paid during the period \n$-  \n$- \n\n \n\n*The\naccompanying notes are an integral part of these condensed consolidated financial statements.*\n\n \n\n5\n\n \n\n \n\n**RETINALGENIX\nTECHNOLOGIES INC.**\n\n**NOTES\nTO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR THE THREE MONTH ENDED\nMARCH 31, 2026 AND 2025**\n\n**UNAUDITED**\n\n****\n\n \n\n**NOTE\nA – HISTORY, BUSINESS PURPOSE, LIQUIDITY AND GOING CONCERN**\n\n \n\nRetinalGenix\nTechnologies Inc. (the “RTGN”), a Delaware corporation, was formed in November 2017 by Sanovas Ophthalmology, LLC (“Sanovas\nOphthalmology”), a majority owned subsidiary of Sanovas Inc. (“Sanovas”), a privately held research and development\nincubator. Since inception, a portion of the operations of RTGN were conducted by Sanovas, who invoices RTGN for costs and expenses paid\nfor on behalf of RTGN and costs and expenses allocated to RTGN for services performed on behalf of the Company.\n\n \n\nRTGN\nwas formed to develop technologies to screen, monitor, diagnose and treat ophthalmic and systemic disease. Its mission is to prevent\nvision loss and blindness due to diabetic retinopathy and maculopathy, including the leading cause of retinal blindness (age related\nmacula degeneration the dry and wet type). RTGN sublicensed certain technology initially developed by Sanovas from Sanovas Ophthalmology\n– See Note C.\n\n \n\nRTGN’s\nsubsidiary, DNA/GPS, Inc., through pharmacogenetic mapping and testing is linking high resolution retinal imaging to retinal and systemic\ndisease biomarkers to enable the discovery and treatment of sight-threatening and systemic diseases using our proprietary high resolution\nretinal imaging device. This genetic testing can also lead to drug re-purposing (i.e., new uses of previous drugs now off patent based\non genetics). RTGN and its subsidiary, DNA/GPS, Inc. are referred to as the Company.\n\n \n\nThe\nCompany’s RetinalCam™ device is a portable ophthalmic home screening and monitoring device designed for remote general and\nhome use employing real-time communication and alerting system for physicians available 24/7 and does not require dilation of the consumer’s\npupil.\n\n \n\nIn\naddition to the above medical device, as announced in October 2023, the Company is engaged with Pearl IRB, a provider of diagnostic\ntesting services for its Institutional Review Board (“IRB”) to conduct a study to personalize medical evaluations for\npatients receiving direct intraocular injections into their eyes as treatment for wet macular degeneration to help determine whether\nthere is a genetic basis for the success or the failure of the procedure and to help patients evaluate whether the treatment is\nnecessary. The Company has engaged phlebotomists from Seven Springs Surgery Center to facilitate the blood draw process necessary\nfor the Pearl IRB study. The Company anticipates an expansion of the IRB to multistate physicians in the winter of 2026 or early\n2027, and the initial analysis shortly thereafter, which will inform its clinical trial plans.\n\n \n\nIn\naddition to the above medical device and IRB advancements, the Company continues to make progress in its planning/and guidance to move\nforward, via its contracted clinical resource organization, to conduct pharmaceutical clinical studies for our two products:\n\n \n\n \n1.\n*RTG-2023*for the treatment of dry age-related macular degeneration (dry AMD); and\n\n \n2.\n*RTG-2024*for the treatment of Alzheimer’s syndrome dementia.\n\n \n\nLiquidity\nand Going Concern\n\n \n\nThe\nCompany has had net losses since inception and has an accumulated deficit of approximately $18,400,000 at March 31, 2026. As of March\n31, 2026, the Company had liabilities of approximately $2,564,000, a significant portion of which is with related parties. The Company\nhas minimal cash at March 31, 2026, and remains dependent on related parties for much of its financing. The Company expects that operating\nlosses and negative cash flows from operations will occur for at least the next several years, and the Company will need to access additional\nfunds to achieve its strategic goals with respect to the sublicensed technology. The Company is in discussions with investment bankers\nand individual investors with respect to raising additional capital for the Company and potentially up-listing to Nasdaq exchange.\n\n \n\n6\n\n \n\n \n\nSanovas\nhas paid a significant portion of the Company’s operating expenses through March 2026, and was owed approximately $831,000 as of\nMarch 31, 2026 by the Company. During 2025, the Company sold 232,444 shares of common stock at $2.25 per share raising gross proceeds\nof $523,000, including $125,000 of stock subscribed for in 2025 and paid in 2026.\n\n \n\nAs\nof the date of this filing, the Company does not have adequate resources to fund its operations through June 2026 without\nconsidering any potential future milestone payments that it may receive under any new collaborations that it may enter into in the\nfuture or any future capital raising transactions. The Company will need to raise additional funding to complete the development of\nits products and commence the market launch, assuming regulatory approval is obtained. The Company does not know whether additional\nfinancing will be available when needed, whether it will be available on favorable terms, or if it will be available at all. These\nfactors raise substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated\nfinancial statements do not include any adjustments that might result from the outcome of this uncertainty.\n\n \n\n**NOTE\nB – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**\n\n \n\nA\nsummary of significant accounting policies consistently applied in the preparation of the accompanying condensed consolidated\nfinancial statements is as follows:\n\n \n\n**1.\nBasis of Presentation and Consolidation**\n\n \n\nThe\nCompany uses the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of\nAmerica (“U.S. GAAP”).  The accounting and reporting policies of the Company conform with U.S. GAAP as contained in\nthe Accounting Standards Codification (“ASC”) issued by the Financial Accounting Standards Board (“FASB”)\nand general practices within the industry. The accompanying condensed consolidated financial statements include the accounts\nof (RetinalGenix Technology Inc. and its subsidiary). The condensed consolidated statements are prepared in compliance with the\nrequirements of ASC Topic 810 “Consolidation”. All significant intercompany balances and transactions have been\neliminated in consolidation.\n\n \n\n**2.\nCash Equivalents**\n\n \n\nFor\npurpose of the condensed consolidated statements of cash flows, the Company considers all short-term investments purchased with a\nmaturity of three months or less to be cash equivalents.\n\n \n\n**3.\nUse of Estimates**\n\n \n\nIn\npreparing the Company’s condensed consolidated financial statements in conformity with U.S. GAAP, management is required to make\nestimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and\nliabilities at the date of the condensed consolidated financial statements, as well as the reported amounts of revenues and expenses\nduring the reporting period. Actual results could differ from those estimates.\n\n \n\n**4.\nIncome Taxes**\n\n \n\nIncome\ntaxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future\ntax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and\ntheir respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted\ntax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.\nThe effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment\ndate. For the three months ended March 31, 2026 and 2025, the Company did not have any tax expenses due to its losses, and at March 31,\n2026 and December 31, 2025 all deferred tax assets were fully reserved.\n\n \n\nThe\nCompany follows the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification\n(“ASC”) Sub-Topic 740-10 *Income Taxes*. ASC Topic 740-10 clarifies the accounting for income taxes by prescribing\na minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. It also\nprovides guidance on the recognition, measurement, and classification of amounts relating to uncertain tax positions, accounting for\nand disclosure of interest and penalties, accounting in interim periods and disclosures. The application of that guidance did not\nresult in the recognition of any unrecognized tax benefits at March 31, 2026 or December 31, 2025. The Company’s policy is to\nexpense any penalties and interest associated with this topic. At March 31, 2026 and December 31, 2025, there were no amounts\naccrued for penalties and interest.\n\n \n\n7\n\n \n\n \n\n**5.\nIncome (Loss) Per Common Share**\n\n \n\nThe\nCompany computes net income (loss) per share in accordance with ASC Topic 260, *Earnings Per Share* (“EPS”).\nUnder the provisions of ASC Topic 260, basic net income (loss) per share is computed by dividing the net income (loss) for the\nperiod by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is\ncomputed by dividing the net income (loss) for the period by the weighted-average number of common and common equivalent shares\noutstanding during the period. However, common shares that are considered anti-dilutive are excluded from the computation of diluted\nEPS. Since the Company had a loss during the three months ended March 31, 2026 and 2025, the basic and diluted net loss per share is\nthe same.\n\n \n\nPotentially\ndilutive securities not included in the computation of loss per share for the three months ended March 31, 2026, include stock options\nto purchase 780,000 shares of common stock, Pre-funded Warrant to purchase 28,014,540 shares of common stock, and warrants to purchase\n1,800,000 shares of common stock.\n\n \n\nPotentially\ndilutive securities not included in the computation of loss per share for the three months ended March 31, 2025 are stock options to\npurchase 2,415,000 shares of common stock, Pre-funded Warrant to purchase 28,014,540 shares of common stock and warrants to purchase\n1,650,000 shares of common stock.\n\n \n\n**6.\nStock-based compensation**\n\n \n\nThe\nCompany recognizes expense for stock-based compensation in accordance with ASC Topic 718, *Stock-Based Compensation*. For stock-based\nawards, the Company calculates the fair value of the award on the date of grant using the Black Scholes option-pricing model. The expense\nis recognized over the service period for awards expected to vest. The estimate of stock-based awards that will ultimately vest requires\njudgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative\nadjustment in the period the estimates are revised. Stock options granted to non-employee consultants are revalued at the end of each\nreporting period until vested and the changes in their fair value are recorded as adjustments to expense over the related vesting period.\n\n \n\n**7.\nResearch and Development costs**\n\n \n\nResearch\nand development costs are expensed as incurred. Costs incurred in obtaining technology licenses outside of business combinations are\ncharged to research and development expense as acquired in-process research and development if the technology licensed has not reached\ntechnological feasibility and has no alternative future use. licensed has not reached technological feasibility and has no alternative\nfuture use.\n\n \n\n**8.\nProperty and Equipment**\n\n \n\nProperty\nand equipment are stated at cost, net of accumulated depreciation using the straight-line method over their estimated useful lives (3\nyears), once the asset is placed in service. Expenditures for maintenance and repairs, which do not extend the economic useful life of\nthe related assets, are charged to operations as incurred, and expenditures which extend the economic life are capitalized. When assets\nare retired or otherwise disposed of, the costs and related accumulated depreciation or amortization are removed from the accounts and\nany gain or loss on disposal is recognized in the consolidated statement of operations for the respective period.\n\n \n\nThe\nCompany’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying\namount of the asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result\nfrom the use of the asset and its eventual disposition are less than its carrying amount.\n\n \n\n8\n\n \n\n \n\n**9.\nLeases**\n\n \n\nThe\nCompany determines if an arrangement is an operating or finance lease at inception under ASC Topic 842. At March 31, 2026 and\nDecember 31, 2025, the Company had an operating lease for an office suite (see Note H) and no financing leases.\n\n \n\nOperating\nleases are recorded as operating lease right-of-use (“ROU”) assets and operating lease liabilities (current portion and\nlong-term portion) on the accompanying condensed consolidated balance sheets. Operating lease ROU assets and the related lease\nliabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date.\nThe operating lease ROU assets also include lease incentives and initial direct costs incurred. For operating leases, interest on\nthe lease liability and the amortization of the ROU asset result in straight-line rent expense over the lease term. Leases may\ninclude options to extend or terminate the lease which are included in the operating lease ROU assets and operating lease liability\nwhen they are reasonably certain of exercise. Certain leases include lease and non-lease components, which are accounted for as one\nsingle lease component. Operating lease expense associated with minimum lease payments is recognized on a straight-line basis over\nthe lease term.\n\n \n\n**9.\nSegment Reporting**\n\n** **\n\nThe Company identifies its business segments based\non business activities, management responsibility, and geographic location. For all periods presented, the Company operated in a single\nreportable business segment.\n\n \n\nThe Company has one reportable operating segment based on how its Chief Operating Decision Maker (CODM) manages the\nbusiness and in a manner consistent with the availability of discrete financial information and the internal reporting provided to the\nCODM. The CODM, the Company’s Chief Executive Officer (CEO), reviews detailed income statements, balance sheets, and sales reports in\norder to assess performance of the Company. The CODM does not review assets at a different asset level or category than at the consolidated\nlevel and the consolidated statements of operations are presented to the CODM without further disaggregation. Significant segment expenses\nalso include depreciation, amortization, and stock-based compensation, which are disclosed within the condensed consolidated statements\nof cash flows. The Company does not have any significant intra-entity sales or transfers.\n\n** **\n\n****\n\n**10.\nRecent Accounting Pronouncements**\n\n \n\nA\nvariety of proposed or otherwise potential accounting standards are currently under study by standard-setting organizations. Due to the\ntentative and preliminary nature of those proposed standards, management has not determined whether the implementation of such proposed\nstandards would be material to the consolidated financial statements of the Company**.**\n\n** **\n\nIn\nNovember 2024, the FASB issued ASU 2024-03, *Disaggregation of Income Statement Expenses (DISE)*, which specifies additional disclosure\nrequirements. The new guidance requires additional disclosures, including the composition of certain income expense line items (such\nas purchases of inventory, employee compensation, and “other expenses”) and a separate disclosure for selling expenses. This\nchange is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, however,\nearly adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on the consolidated\nfinancial statements and disclosures and anticipates disclosing any impact of the adoption in the annual report on Form 10-K for the\nfiscal year ended December 31, 2027.\n\n  \n\n**NOTE\nC - RELATED PARTY TRANSACTIONS**\n\n \n\n**Sanovas**\n\n \n\nThe\nCompany is related to Sanovas through common ownership and management. Sanovas Opthalmology is a majority-owned subsidiary of Sanovas\nand Jerry Katzman, the Company’s Chief Executive Officer, is also a director of Sanovas Ophthalmology and in such capacity has\nthe right to vote and dispose of the securities held by such entity. Jerry Katzman is also the Chief Executive Officer of Sanovas.\n\n \n\nCommencing\nin 2019, Sanovas began paying expenses on behalf of the Company, and began allocating a portion of expenses and infrastructure costs\nto the Company and other entities where Sanovas was performing shared services. Included in such allocated costs is approximately $165,400\nin costs related to an officer of the Company in each of the three months ending March 31, 2026 and 2025.\n\n \n\nThe\nfollowing summarizes the transactions between the Company and Sanovas for the three months ended March 31, 2026 and 2025:\n\n SCHEDULE OF RELATED PARTY TRANSACTIONS\n\n  \nMarch 31,  \nMarch 31, \n\n  \nThree Months Ended\n\n****\n\n(Unaudited)\n\n \n\n  \nMarch 31,  \nMarch 31, \n\n  \n2026  \n2025 \n\n  \n   \n  \n\nBalance due to Sanovas – beginning of period \n$674,842  \n$15,709 \n\n  \n    \n   \n\nCosts of Sanovas allocated to the Company \n 165,375  \n 165,375 \n\nCash advances (repayments) from Sanovas to the Company, net \n (9,585) \n (4,082)\n\n  \n    \n   \n\nBalance due to Sanovas - end of period \n$830,632  \n$177,002 \n\n \n\n9\n\n \n\n \n\nSublicense\n\n \n\nOn\nJune 24, 2021, the Company entered into a sublicense agreement (“Sublicense Agreement”) with Sanovas Ophthalmology pursuant\nto which Sanovas Ophthalmology granted the Company an exclusive worldwide (“Territory”) license to certain intellectual property\nlicensed to Sanovas Ophthalmology by Sanovas Intellectual Property LLC relating to certain technologies for eye and ocular visualization\nand monitoring (“Licensed IP”) for uses related to the screening, examination, diagnosis, prevention and/or treatment of\nany eye disease, medical condition or disorder, or any disease, medical condition or disorder affecting the eye. Pursuant to the Sublicense\nAgreement, commencing on the date of the first commercial sale of a Licensed Product (as defined in the Sublicense Agreement), in each\ncountry in the Territory and continuing on a country by country basis until the expiration or termination of the last Valid Claim (as\ndefined in the Sublicense Agreement) of a licensed patent in such country (the “Royalty End Date”), the Company is obligated\nto pay Sanovas Ophthalmology a royalty equal to a mid-single digit percentage of any Net Sales (as defined in the Sublicense Agreement)\nof any Licensed Product. The Sublicense Agreement continues until the Royalty End Date, unless earlier terminated pursuant to its terms.\nThe Sublicense Agreement may be terminated by either party if the other party materially breaches the Sublicense Agreement in a manner\nthat cannot be cured, or materially breaches the Sublicense Agreement in a manner that can be cured and such breach remains uncured for\nmore than 30 days after the receipt by the breaching party of notice specifying the breach. Furthermore, the Company may terminate the\nSublicense Agreement at any time upon 90 days written notice to Sanovas Ophthalmology. No royalties have been paid through March 31,\n2026 under this Sublicense Agreement.\n\n \n\nDue\nto affiliates\n\n \n\nFrom\ntime to time, an officer of the Company, a shareholder of the Company and other related parties advanced funds or paid expenses on behalf\nof the Company. There is no formal notes or repayment plan for such advances. At March 31, 2026 and December 31, 2025, the Company had\nreceived an aggregate of $468,000 and $489,224 pursuant to such advances, respectively.\n\n \n\nShareholders’\nnotes payable – See Note G\n\n \n\n**NOTE\nD - COMMON AND PREFERRED STOCK**\n\n \n\nPursuant\nto the Company’s Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”),\nfiled with the Delaware Secretary of State on January 8, 2018, the Company is authorized to issue 40,000,000 shares of preferred stock\nand 80,000,000 shares of common stock each with a par value of $0.0001 per share. The Company has designated 3,000,000 shares of preferred\nstock as Series F preferred stock.\n\n \n\n**Common\nStock**\n\n \n\nDuring\nthe year ended December 31, 2024, the Company commenced an offering of its common stock at $2.25 per share. No shares pursuant to this\noffering were sold in the three months ended March 31, 2026 or 2025. However, the Company collected $125,000 and $150,000 of stock subscription\nreceivables in the quarters ended March 31, 2026 and 2025, respectively.\n\n \n\n**Preferred\nStock**\n\n \n\nAs\nof March 31, 2026 and December 31, 2025, there were 3,000,000 shares of preferred stock designated as Series F preferred stock. There\nare no shares of Series F preferred stock outstanding at March 31, 2026 or December 31, 2025.\n\n \n\nThe\nrights and privileges of the Series F preferred stock are summarized as follows:\n\n \n\n*Voting\nPrivileges and Protective Features:*\n\n \n\nEach\nholder of outstanding shares of Series F preferred stock is entitled to cast the number of votes equal to the number of whole shares\nof common stock into which the Series F preferred stock held by such holder are convertible as of the record date for determining stockholders\nentitled to vote on such matter. The holders of record of a majority of outstanding Series F preferred stock shall be entitled to elect\ntwo of the members of the Board of Directors of the Company. The right to elect two directors shall terminate on the date upon which\nthere are less than 25,000 shares of Series F preferred stock issued and outstanding. There are currently no shares of Series F preferred\nstock issued and outstanding therefore this right has no current relevance.\n\n \n\n10\n\n \n\n \n\nFor\nso long as at least 25,000 shares of Series F preferred stock remained outstanding, the vote or written consent of the holders of the\nmajority of the outstanding shares of Series F preferred stock was necessary for the Company to conduct certain corporate actions, including,\nbut not limited to, merger, consolidation or dissolution of the Company; certain amendments to the Certificate of Incorporation or bylaws\nof the Company; authorization or issuance of shares of any additional class or series of capital stock unless the same ranks on parity\nor junior to the Series F preferred stock with respect to voting rights. There are currently no shares of Series F preferred stock issued\nand outstanding therefore this right has no current relevance.\n\n \n\n*Redemption:*\n\n \n\nThe\nSeries F preferred stock does not have redemption features.\n\n \n\n*Dividends:*\n\n \n\nThere\nare no stated dividends on the Series F preferred stock.\n\n \n\n*Conversion:*\n\n \n\nEach\nshare of Series F preferred stock is convertible, at the option of the holder, at any time and from time to time into shares of common\nstock at a conversion rate as is determined by dividing the Series F Original Issue Price by the Series F Conversion Price. “Series\nF Original Issue Price” initially means $0.01 and “Series F Conversion Price” initially means $0.01, as adjusted for\nany dilutive transaction such as stock splits, certain dividends, mergers or acquisitions.\n\n \n\nAll\nof the outstanding shares of Series F preferred stock will automatically convert into shares of the Company’s common stock upon\nthe consummation of an underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933,\nas amended, resulting in gross proceeds of at least $15,000,000 to the Company or upon written consent of at least 67% of the Series\nF preferred shareholders.\n\n \n\n**NOTE\nE - STOCK PLAN**\n\n \n\nThe\nCompany has reserved 10,000,000 shares of common stock for issuance to employees or consultants from the RetinalGenix Technologies Inc.\n2017 Equity Incentive Plan (the “Plan”). The Company may grant stock options, restricted stock or other types of equity incentive\ninstruments under the Plan.\n\n \n\nThe\nCompany recognized $0\nand $23,457\nof stock-based compensation expense during the three months ended March 31, 2026 and 2025, respectively, related to stock options\nwhich is included in the accompanying condensed consolidated statements of operations. As of March 31, 2026, there was approximately\nno unrecognized compensation expense related to non-vested stock options granted under the Plan.\n\n \n\nAt\nMarch 31, 2026, there were 7,290,000 shares available to be issued under the Plan. The following table summarizes stock option activity\nof the Plan through March 31, 2026:\n\n SCHEDULE OF STOCK OPTION ACTIVITY \n\n  \nOptions Issued  \nWeighted-Average Exercise Price \n\n  \n   \n  \n\nOptions outstanding – December 31, 2024 (audited) \n 2,415,000  \n$1.23 \n\nGranted \n -  \n - \n\nCanceled \n -  \n - \n\nForfeited \n (1,635,000) \n 1.00 \n\nExercised \n -  \n   \n\nOptions outstanding – December 31, 2025 (audited) \n 780,000  \n$1.72 \n\nGranted \n -  \n - \n\nCanceled \n -  \n - \n\nForfeited \n -  \n - \n\nExercised \n -  \n               -  \n\nOptions outstanding – March 31, 2026 \n 780,000  \n$1.72 \n\n \n\n11\n\n \n\n \n\nAdditional\ninformation regarding the exercisable options and average remaining contractual life of the options outstanding as of March 31, 2026\nis as follows:\n\n SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE\n\nExercise Price  \n\nNumber\n\nOutstanding\n  \n\nWeighted Average\n\nRemaining\n\nContractual Life\n  \n\n**Number**\n\n**Exercisable\nat**\n\n**March 31, 2026**\n \n\n$1.00  \n 500,000  \n 5.7 Years  \n 500,000 \n\n 3.00  \n 280,000  \n 1.8\nYears  \n 280,000 \n\n    \n 780,000  \n    \n 780,000 \n\n \n\n**NOTE\nF - WARRANTS**\n\n \n\nDuring\nthe year ended December 31, 2025, the Company issued 1) warrants to purchase 100,000 shares of common stock each to two consultants at\nan exercise price of $3.00 per share, with 50,000 vesting immediately and 50,000 vesting over one year, and 2) warrants to purchase 50,000\nshares of common stock to a consultant pursuant to a Consulting Agreement at an exercise price of $3.20 per share, all of which vested\nimmediately. The Consulting Agreement also provided for additional warrants to purchase 100,000 shares of common stock which were potentially\nissuable in the future pursuant to certain milestones, but the Consulting Agreement with the consultant was terminated by mutual agreement\nprior to issuance of the additional warrants.\n\n \n\nEffective\nJanuary 1, 2026, the Company entered into an employment agreement (“Employment Agreement”) with M. Cory Zwerling to serve\nas its chief financial officer, which provided that Mr. Zwerling was entitled to receive warrants as compensation for his services. Under\nthe Employment Agreement Mr. Zwerling was entitled to received 1) warrants to purchase 100,000 shares of common stock which were fully\nvested upon issuance, and 2) the potential to receive, upon the achievement of stated milestones, an additional grants of warrants to\npurchase an aggregate of 100,000 shares of common stock, all exercisable at $3.20 per share. Mr. Zwerling resigned in March 2026. To\ndate, no warrants have been issued under the Employment Agreement.\n\n \n\nThe\nfollowing table summarizes warrant activity through March 31, 2026:\n\n SCHEDULE OF WARRANTS ACTIVITY\n\n  \nWarrants Issued  \n\nWeighted-Average\n\nExercise Price\n \n\n  \n   \n  \n\nWarrants outstanding – December 31, 2024 (audited) \n 1,650,000  \n$1.10 \n\nGranted \n 250,000  \n 3.12 \n\nCanceled and expired \n (100,000) \n 3.20 \n\nExercised \n -  \n - \n\nWarrants outstanding – December 31, 2025 (audited) \n 1,800,000  \n$2.85 \n\nGranted \n -  \n - \n\nCanceled and expired \n -  \n - \n\nExercised \n -  \n - \n\nWarrants outstanding – March 31, 2026 \n 1,800,000  \n$2.85 \n\n \n\n12\n\n \n\n \n\nAdditional\ninformation regarding the warrants outstanding as of March 31, 2026 is as follows:\n\n SCHEDULE OF WARRANTS OUTSTANDING\n\nExercise Price  \n\nNumber\n\nOutstanding\n  \n\nWeighted Average\n\nRemaining\n\nContractual Life\n  \n\nNumber\n\nExercisable\n \n\n$1.10  \n 150,000  \n 2.3 Years  \n 150,000 \n\n$3.20  \n 50,000  \n 2.8 years  \n 50,000 \n\n$3.00  \n 1,600,000  \n 8.1 Years  \n 1,274,999 \n\n    \n 1,800,000  \n    \n 1,474,999 \n\n \n\nThe\nfair value of such warrants was estimated on the date of grant to be $1.16 - $1.19 per share using the Black-Scholes option-pricing model\nwith the following assumption weighted-averages in 2025:\n\n SCHEDULE OF WARRANTS FAIR VALUE ASSUMPTIONS\n\nRisk-free interest rates \n4.12 - 4.32%\n\nExpected life in years \n 3.0 \n\nExpected volatility \n 90%\n\nExpected dividend yield \n 0%\n\nFair value common stock \n$2.25 \n\n \n\nThe\nrisk-free interest rate assumption is determined using the yield currently available on U.S. Treasury zero-coupon issues with a remaining\nterm commensurate with the expected term of the award. Management has estimated expected volatility based on similar comparable industry\nsector averages. Expected life of the option represents the period of time options are expected to be outstanding. The estimate for dividend\nyield is 0% because the Company has not historically paid, and does not intend to pay, a dividend on its common stock in the foreseeable\nfuture.\n\n \n\nThe\nCompany recognized stock-based compensation expense of $210,016 and $208,476 in the three months ended March 31, 2026 and 2025, respectively,\nrelated to warrants which is included in the accompanying consolidated statements of operations. At March 31, 2026, there is approximately\n$10,000 remaining compensation expense to be recognized. That cost is expected to be recognized over a weighted-average period of approximately\n1.0 quarters.\n\n \n\nPre-funded\nWarrant\n\n \n\nOn\nDecember 27, 2021, the Company entered into an exchange agreement with Sanovas Ophthalmology (the “Exchange Agreement”) pursuant\nto which it exchanged 28,014,540 shares of common stock (the “Exchange Securities”) held by Sanovas Ophthalmology for a pre-funded\nwarrant (the “Pre-funded Warrant”) to purchase up to an aggregate of 28,014,540 shares of the Company’s common stock.\nThe Pre-funded Warrant is exercisable at an exercise price of $0.0001 per share and terminates when exercised in full. As part of the\nExchange Agreement, Sanovas Ophthalmology relinquished any and all rights related to the Exchange Securities.\n\n \n\nIn\nFebruary 2025, the Exchange Agreement was amended such that the Pre-funded Warrant may not be exercised prior to the earlier of February\n1, 2030 or the third anniversary of the Company’s uplisting to the Nasdaq Stock Market or NYSE American.\n\n \n\n**NOTE\nG – SHAREHOLDERS’ NOTES PAYABLE**\n\n \n\nDuring\n2021, the Company borrowed an aggregate of $74,000 from several stockholders pursuant to note agreements bearing interest at 8% per annum\nand maturing December 31, 2022. The Company has informally extended the maturity date to December 31, 2026 under the same terms. $49,000\nremained outstanding at both March 31, 2026 and December 31, 2025. Interest expense amounted to $960 for both the quarters ended March\n31, 2026 and 2025. The accrued interest payable at March 31, 2026 and December 31, 2025 was $20,239 and $19,279, respectively.\n\n \n\n13\n\n \n\n \n\n**NOTE\nH - LEASE**\n\n \n\nIn\nSeptember 2024, the\nCompany entered into an office suite lease. The term of the lease is for a period of 12 months. The Lease auto-renews for an\nadditional 2 years, unless the owner is notified of a termination. The Company intends to renew the lease and therefore it\nwas considered to be a 3-year\nlease for purposes of calculating the Right-of-Use Asset. This lease is classified as an operating lease in the accompanying\ncondensed consolidated balance sheet. A security deposit of $1,995\nwas paid in connection with this lease. A discount rate of 8%\nwas utilized upon recognition of the lease asset and liability. The initial present value of the lease payments was $7,689.\nThe payments under the lease commence at $650\nper month and escalate to $690\nper month over the three\nyears, and are summarized are as follows:\n\n SCHEDULE OF LEASE LIABILITY MATURITY\n\n  \n   \n\n2026 (remainder of year) \n$6,085 \n\n  \n   \n\n2027 \n 5,517 \n\n  \n   \n\nTotal payments \n 11,602 \n\n  \n   \n\nLess interest \n 5,532 \n\n  \n   \n\nTotal liability \n$6,070 \n\n \n\nThe\namounts recorded on the condensed consolidated balance sheet at March 31, 2026 were as follows:\n\n SCHEDULE OF LEASE-RELATED ASSETS AND LIABILITIES\n\n  \n   \n\nRight-of-use asset, net \n$3,630 \n\nLease liability -long term portion \n$3,210 \n\nLease liability – current portion \n$2,860 \n\n \n\n**NOTE I – COMMITMENTS\nAND CONTINGENCIES**\n\n** **\n\nFrom time to time, we\nmay be subject to litigation and claims arising in the ordinary course of business. We are not currently a party to any material legal\nproceedings, and we are not aware of any pending or threatened legal proceeding against us that we believe could have a material adverse\neffect on our business, operating results, cash flows or financial condition.\n\n**** \n\n**NOTE\nJ - SUBSEQUENT EVENTS**\n\n \n\nSubsequent\nevents were reviewed through May 20, 2026, the date these consolidated financial statements were available for issuance and determined\nthat no subsequent events have occurred that require recognition in the consolidated financial statements, except as noted below\n\n \n\nIn\nMay 2026, the Company sold 88,888 shares of common stock at $2.25 per share raising gross proceeds of $200,000.\n\n \n\n14"}