Retension Pharmaceuticals, Inc. (RTSN) IPO Dates & Offering Details

424B4 1 ea0276911-10.htm PROSPECTUS PROSPECTUS Filed pursuant to Rule 424(b)(4) Registration No s . 333-299024 and 333-299378 3, 750 ,000 Shares Common Stock _____________________ This is the initial public offering of shares of common stock of Retension Pharmaceuticals, Inc. We are offering 3,750,000 shares of common stock in this offering. Prior to this offering, there has been no public market for our common stock. The initial public offering price for our common stock is $12.00 per share. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”), under the symbol “RTSN.” We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings after the closing of this offering. See the section titled “Prospectus Summary — Implications of Being an Emerging Growth Company and a Smaller Reporting Company.” Investing in our common stock involves risks. See the section titled “Risk Factors” beginning on page 12 to read about factors you should consider before buying shares of our common stock. _____________________ Neither the U.S. Securities and Exchange Commission (“SEC”), nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. _____________________ Per Share Total Initial public offering price $ 12.00 $ 45,000,000 Underwriting discounts and commissions (1) $ 0.84 $ 3,150,000 Proceeds to us, before expenses $ 11.16 $ 41,850,000 ____________ (1) We have agreed to reimburse the underwriters for certain expenses. See the section titled “Underwriting” on page 184 for additional information regarding underwriting compensation. We have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to 562,500 additional shares of common stock from us at the initial public offering price less the underwriting discounts and commissions. The underwriters expect to deliver the shares of common stock to purchasers against payment on or about October 13, 2026. _____________________ Leerink Partners Guggenheim Securities Oppenheimer & Co. Titan Partners The date of this prospectus is October 8 , 2026. Table of Contents TABLE OF CONTENTS Page Prospectus Summary 1 The Offering 8 Summary Consolidated Financial Data 10 Risk Factors 12 Special Note Regarding Forward-Looking Statements 80 Use of Proceeds 82 Dividend Policy 83 Capitalization 84 Dilution 86 Management’s Discussion and Analysis of Financial Condition and Results of Operations 88 Business 102 Management 141 Executive Officer and Director Compensation 149 Certain Relationships and Related Party Transactions 167 Principal Stockholders 171 Description of Capital Stock 173 Shares Eligible for Future Sale 178 Material U.S. Federal Income Tax Consequences to Non-U.S. Holders 180 Underwriting 184 Legal Matters 190 Experts 190 Where You Can Find Additional Information 190 Index to Consolidated Financial Statements F-1 ________________ We have not, and the underwriters have not, authorized anyone to provide you with any information or to make any representations other than the information or representations contained in this prospectus or in any related free writing prospectuses prepared by or on behalf of us or to which we have referred you, and we and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information others may give you. We and the underwriters are offering to sell, and seeking offers to buy, shares of our common stock only under circumstances and in jurisdictions where it is lawful to do so. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus or any free writing prospectus is accurate as of any date other than its date, regardless of its time of delivery or of any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. For investors outside the United States: neither we nor the underwriters have done anything that would permit this offering or the possession or distribution of this prospectus in any jurisdiction where action for those purposes is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus outside of the United States. i Table of Contents Market and Industry Data We use industry, market and competitive position data throughout this prospectus, which we have obtained from independent market research, industry, and general publications and surveys, governmental agencies, and publicly available information in addition to research, surveys, and studies conducted by third parties. These sources generally state that the information they provide has been obtained from sources believed to be reliable, but that the accuracy and completeness of the information are not guaranteed. The content of these third -party sources, except to the extent specifically set forth in this prospectus, does not constitute a portion of this prospectus and is not incorporated herein. We also use data based on our internal estimates, which are derived from publicly available information released by industry analysts and third -party sources, our internal research, and our industry experience and are based on assumptions made by us based on such data and our knowledge of our industry and potential market, which we believe to be reasonable. The use of such data in this prospectus involves risks and uncertainties that are subject to change based on various factors discussed in the sections titled “Risk Factors” and “Special Note Regarding Forward -Looking Statements.” In addition, projections, assumptions, and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed herein. These and other factors could cause results to differ materially from those expressed in, or implied by, the estimates made by independent parties and by us. Furthermore, we cannot assure you that a third party using different methods to assemble, analyze or compute industry and market data would obtain the same results. Presentation of Financial Information The consolidated financial statements included elsewhere in this prospectus have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). All financial information presented in this prospectus should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, including the notes thereto, included elsewhere in this prospectus. The consolidated financial statements included as of and for the fiscal year ended December 31, 2025 in this prospectus have been restated to correct an error from our previously issued consolidated financial statements. For further information regarding the restatement of our consolidated financial statements as of and for the fiscal year ended December 31, 2025, see Note 3, “Restatement of Previously Issued Financial Statements,” to our consolidated financial statements included elsewhere in this prospectus. See also “Risk Factors — We have identified a material weakness in our internal control over financial reporting...” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates — Internal Control Over Financial Reporting.” Numerical Figures Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them. ii Table of Contents Prospectus Summary This summary highlights selected information that is included elsewhere in this prospectus and is qualified in its entirety by the more detailed information included elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. Before investing in our common stock, you should read this entire prospectus carefully, including the sections titled “Risk Factors,” “Special Note Regar