RETINALGENIX TECHNOLOGIES INC.
1450 North McDowell Boulevard, Suite 150
Petaluma, CA 94954
January 26, 2022
VIA EDGAR
United States Securities and Exchange Commission
100 F. Street, NE
Washington, DC 20549
Attention: Chris Edwards
Celeste Murphy
| Re: | RetinalGenix Technologies Inc. |
Registration Statement on Form S-1
Filed January 21, 2022
File No. 333-262282
Dear Ladies and Gentlemen:
This letter sets forth responses on behalf of RetinalGenix Technologies Inc., a Delaware corporation (the “Company”), to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated January 26, 2022 (“Comment Letter”) regarding the Company’s Registration Statement on Form S-1 (the “Registration Statement”).
For the convenience of the Staff, each comment from the Comment Letter corresponds to the numbered paragraphs in this letter and is restated prior to the response to such comment.
Cover Page
1. We note that your common stock is quoted on the OTC Pink tier and that the selling stockholders may sell their shares at prevailing market prices. Please note that the OTC Pink market is not an established public trading market into which a selling stockholder may offer and sell shares at other than a fixed price. Accordingly, please revise your cover page disclosure, and make corresponding changes elsewhere in the prospectus, to disclose a fixed price at which the selling stockholders will offer and sell shares until your shares are listed on a national securities exchange or quoted on the OTC Bulletin Board, OTCQX, or OTCQB, at which time they may be sold at prevailing market prices. Refer to Item 501(b)(3) of Regulation S-K.
| RESPONSE: | The Company has revised the Registration Statement to address this comment. |
| Sincerely, | |
| RetinalGenix Technologies Inc. | |
| /s/ Jerry Katzman | |
| By: Jerry Katzman | |
| Title: Chief Executive Officer |
