{"url_path":"/sec/rtgn/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A RISK FACTORS.**","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 Inc."},"word_count":871,"has_tables":true,"body_markdown":"**ITEM\n1A. RISK FACTORS.**\n\n \n\n*Our\nbusiness is subject to risks and events that, if they occur, could adversely affect our financial condition and results of operations\nand the trading price of our securities. The following information updates, and should be read in conjunction with, the information disclosed\nin Part I, Item 1A, “Risk Factors,” contained in our Annual Report on Form 10-K for the year ended December 31, 2025 (the\n“Annual Report”). Except as described below, our risk factors as of the date of this Quarterly Report on Form 10-Q have not\nchanged materially from those described in “Part I, Item 1A. Risk Factors” of the Annual Report.*\n\n \n\n**Risks\nRelating to Our Business**\n\n \n\n**We\nhave generated no revenue from commercial sales to date and our future profitability is uncertain.**\n\n \n\nWe\nwere incorporated in November 2017 and have a limited operating history, and our business is subject to all of the risks inherent in\nthe establishment of a new business enterprise. Our likelihood of success must be considered in light of the problems, expenses, difficulties,\ncomplications and delays frequently encountered in connection with development and expansion of a new business enterprise. Since inception,\nwe have incurred losses and expect to continue to operate at a net loss for at least the next several years. Our net losses for the quarters\nended March 31, 2026 and December 31, 2025, were $408,626 and $587,259, respectively, and our accumulated deficit as of March 31, 2026\nwas $18,267,243. There can be no assurance that the products under development by us will be cleared for sale in the U.S. or elsewhere.\nFurthermore, there can be no assurance that if such products are cleared they will be successfully commercialized, and the extent of\nour future losses and the timing of our profitability are highly uncertain. If we are unable to achieve profitability, we may be unable\nto continue our operations.\n\n \n\n**There\nis substantial doubt about our ability to continue as a going concern.**\n\n \n\nAs\nof March 31, 2026, we had cash of $180 and liabilities of $2,563,889. As of the date of this report, despite raising $125,000 in funding\nin May 2026, we do not have adequate resources to fund our operations beyond the next few days without considering any future or any\nfuture capital raising transactions. We will need to raise additional funding to complete the development of its products and commence\nthe market launch, assuming regulatory approval is obtained. We do not know whether additional financing will be available when needed,\nwhether it will be available on favorable terms, or if it will be available at all. These factors raise substantial doubt about our ability\nto continue as a going concern. In the event that we are unable to obtain additional financing, we may be unable to continue as a going\nconcern. There is no guarantee that we will be able to secure additional financing. Changes in our operating plans, our existing and\nanticipated working capital needs, costs related to legal proceedings we might become subject to in the future, the acceleration or modification\nof our development activities, any near-term or future expansion plans, increased expenses, potential acquisitions or other events may\nfurther affect our ability to continue as a going concern. Similarly, the report of our independent registered public accounting firm\non our financial statements as of and for the year ended December 31, 2025 includes an explanatory paragraph indicating that there is\nsubstantial doubt about our ability to continue as a going concern. If we cannot continue as a viable entity, our stockholders may lose\nsome or all of their investment in us.\n\n \n\n**Failure\nto maintain effective internal control over our financial reporting in accordance with Section 404 of Sarbanes-Oxley could cause our\nfinancial reports to be inaccurate.**\n\n \n\nWe\nare required pursuant to Section 404 of the Sarbanes-Oxley Act, or Section 404, to maintain internal control over financial\nreporting and to assess and report on the effectiveness of those controls. This assessment includes disclosure of any material\nweaknesses identified by our management in our internal control over financial reporting. Although we prepare our financial\nstatements in accordance with U.S. GAAP, our internal accounting controls may not meet all standards applicable to companies with\npublicly traded securities. If we fail to implement any required improvements to our disclosure controls and procedures, we may be\nobligated to report control deficiencies, in which case we could become subject to regulatory sanction or investigation. Further,\nsuch an outcome could damage investor confidence in the accuracy and reliability of our financial statements.\n\n \n\nOur\nmanagement has concluded that our internal controls over financial reporting were, and continue to be, ineffective, and as of March 31,\n2026 as a result of a material weakness in our internal controls. The material weaknesses are due to the lack of segregation of duties.\nWhile management is working to remediate the material weakness, there is no assurance that such changes, when economically feasible and\nsustainable, will remediate the identified material weaknesses or that the controls will prevent or detect future material weaknesses.\nIf we are not able to maintain effective internal control over financial reporting, our financial statements, including related disclosures,\nmay be inaccurate, which could have a material adverse effect on our business.\n\n \n\n23"}