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 2024-03-01

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from ______ to ______

 Commission
file number 333-258528

 (Exact
name of registrant as specified in charter)

 Delaware

 82-3936890

 (State
 or jurisdiction

 of
 Incorporation or organization)

 I.R.S.
 Employer

 Identification
 No.

 1450
 North McDowell Boulevard, Suite 150, Petaluma, CA

 94954

 (Address
 of principal executive offices)

 (Zip
 code)

 (415) 578-9583

 (Registrant's
telephone number, including area code)

 Securities
registered pursuant to Section 12(b) of the Act: None

 Title
 of each class

 Trading
 symbol(s)

 Name
 of each exchange on which registered

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," "smaller
reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act)

 Yes
 No

 As
of June 30, 2023, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market
value of the registrant's common stock held by non-affiliates of the registrant was approximately $ 15,506,590 (based upon the closing
sale price of the registrant's common stock reported on that date). This calculation excludes shares held by the registrant's
current directors and executive officers and stockholders that the registrant has concluded are affiliates of the registrant.

of shares of common stock outstanding as of March 26, 2024 was 17,785,478.

 Documents
Incorporated by Reference: None.

 Table
of Contents

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

 Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 Reserved

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures about Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 9C.

 Disclosure Regarding Foreign Jurisdiction that Prevent Inspections

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accountant Fees and Services

 Item
 15.

 Exhibit and Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 Signatures

 CAUTIONARY
NOTE ON FORWARD-LOOKING STATEMENTS

 This
Annual Report on Form 10-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Any statements in this Annual Report on Form 10-K about our expectations, beliefs, plans, objectives, assumptions or future
events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through
the use of words or phrases such as "believe," "will," "expect," "anticipate," "estimate,"
"intend," "plan" and "would." For example, statements concerning financial condition, possible or
assumed future results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common
stock and future management and organizational structure are all forward-looking statements. Forward-looking statements are not guarantees
of performance. They involve known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity,
performance or achievements to differ materially from any results, levels of activity, performance or achievements expressed or implied
by any forward-looking statement.

 Any
forward-looking statements are qualified in their entirety by reference to the risk factors discussed throughout this Annual Report on
Form 10-K. Some of the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections
contained in the forward-looking statements include, but are not limited to:

 our
 business strategies;

 the
 timing of regulatory submissions;

 our
 ability to obtain and maintain regulatory approval of our existing product candidates and any other product candidates we may develop,
 and the labeling under any approval we may obtain;

 risks
 relating to the timing and costs of clinical trials and the timing and costs of other expenses;

 risks
 related to market acceptance of products;

 intellectual
 property risks;

 risks
 associated to our reliance on third party organizations;

 our
 competitive position;

 our
 industry environment;

 our
 anticipated financial and operating results, including anticipated sources of revenues;

 assumptions
 regarding the size of the available market, benefits of our products, product pricing and timing of product launches;

 management's
 expectation with respect to future acquisitions;

 statements
 regarding our goals, intentions, plans and expectations, including the introduction of new products and markets; and

 our
 cash needs and financing plans.

 The
foregoing list sets forth some, but not all, of the factors that could affect our ability to achieve results described in any forward-looking
statements. You should read this Annual Report on Form 10-K and the documents that we reference herein and have filed as exhibits to
the Annual Report on Form 10-K, completely and with the understanding that our actual future results may be materially different from
what we expect. You should assume that the information appearing in this Annual Report on Form 10-K is accurate as of the date hereof.
Because the risk factors referred to in this Annual Report on Form 10-K could cause actual results or outcomes to differ materially from
those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking
statements. Further, any forward-looking statement speaks only as of the date on which it is made, and except as required by law, we
undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement
is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to
predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
We qualify all of the information presented in this Annual Report on Form 10-K, and particularly our forward-looking statements, by these
cautionary statements.

 RISK
FACTOR SUMMARY

 Our
business is subject to significant risks and uncertainties that make an investment in us speculative and risky. Below we summarize what
we believe are the principal risk factors but these risks are not the only ones we face, and you should carefully review and consider
the full discussion of our risk factors in the section titled "Risk Factors," together with the other information in this
Annual Report on Form 10-K. If any of the following risks actually occurs (or if any of those listed elsewhere in this Annual Report
on Form 10-K occur), our business, reputation, financial condition, results of operations, revenue, and future prospects could be seriously
harmed. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important
factors that adversely affect our business.

 Risk
Related to our Financial Position and Need for Capital

 We
 have generated no revenue from commercial sales and our future profitability is uncertain.

 If
 we fail to obtain the capital necessary to fund our operations, we will be unable to continue or complete our product development
 and you will likely lose your entire investment.

 Raising
 additional capital may cause dilution to our existing stockholders.

 There
 is substantial doubt about our ability to continue as a going concern.

 We
 have incurred net losses every year and expect to continue to incur increased expenses.

 to maintain effective internal control over our financial reporting in accordance with Section 404 of Sarbanes-Oxley could cause
 our financial reports to be inaccurate.

 Risk
Related to Product Development, Regulatory Approval, Manufacturing and Commercialization

 Our
 revenues from sales of our products will be dependent upon pricing and reimbursement guidelines.

 We
 will depend upon our suppliers to provide the components we require.

 Our
 commercial and financial success depends on our products being accepted in the market.

 We
 may face substantial competition in the future.

 Product
 liability lawsuits against us could cause us to incur substantial liabilities.

 We
 are dependent on information technology systems.

 If
 the quality or delivery of our products does not meet our customers' expectations, our reputation could suffer and ultimately
 our sales and operating earnings could be negatively impacted.

 to comply with data privacy and security laws could have a material adverse effect on us

 We
 may not be successful in hiring and retaining key employees, including executive officers.

 Our
 management overlaps substantially with the management and our principal stockholder.

 We
 may acquire other businesses that could negatively affect our operating results and dilute our stockholders' ownership.

 Our
 failure to accurately forecast demand for our products could result in additional costs.

 If
 our facilities were to experience catastrophic loss, our operations would be seriously harmed.

 Changes
 in general economic conditions and geopolitical and other conditions may adversely impact our business and operating results.

 We
 will be dependent upon third parties for the distribution of our products.

 Risk
Related to our Intellectual Property Rights

 Our
 intellectual property may not be sufficient to protect our products from competition.

 We
 may become involved in future lawsuits to protect or enforce our patents.

 We
 may not be able to enforce our intellectual property rights throughout the world.

 Third
 parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated
 trade secrets.

 We
 may be unable to adequately prevent disclosure of trade secrets and other proprietary information.

 Risks
Relating to Government Regulations

 Our
 failure to obtain and maintain FDA clearances or approvals on a timely basis, or at all, would prevent us from commercializing our
 products in the U.S., which could severely harm our business.

 Our
 promotional practices will be subject to extensive government scrutiny.

 Our product candidates require significant clinical testing before seeking regulatory approval.

 Our success depends upon our ability to advance our product candidates.

 We do not have experience conducting clinical trials.

 Legislative
 or regulatory reform of the health care system in the U.S. may adversely impact our business.

 We
 are subject to stringent domestic and foreign medical device regulations.

 We
 will also be subject to stringent government regulation in foreign countries.

 by us or our distributors to comply with foreign regulations applicable to the products we design, manufacture, install or distribute
 could expose us to enforcement actions or other adverse consequences.

 We
 will be subject to ongoing requirements and inspections.

 We
 could be subject to substantial fines or damages and possible exclusion from participation in federal or state health care programs
 if we fail to comply with the laws and regulations applicable to our business.

 If
 we fail to develop and successfully introduce new products our operating results may suffer.

 Risks
Related to Owning our Securities

 Our
 stock price may be volatile.

 Future
 sales and issuances of our securities could result in additional dilution.

 We
 have never paid cash dividends and have no plans to pay cash dividends in the future.

 The
 "penny stock" rules of the SEC makes transactions in our stock cumbersome.

 Certain
 of our stockholders control a significant number of shares of our common stock.

 We
 have availed ourselves of reduced disclosure requirements applicable to emerging growth companies, which could make our common stock
 less attractive to investors.

 Our
 First Amended and Restated Certificate of Incorporation ("Certificate of Incorporation") and our Bylaws (the "Bylaws")
 and Delaware law may have anti-takeover effects that could discourage, delay or prevent a change in control, which may cause our
 stock price to decline.

 Financial
 reporting obligations of being a public company in the U.S. are expensive and time-consuming.

 to maintain effective internal control over our financial reporting in accordance with Section 404 of Sarbanes-Oxley could cause
 our financial reports to be inaccurate.

 Halo
 Management LLC may contest, and we would need then to successfully defend, the action taken by our board of directors to rescind
 the 3,000,000 shares of our Series F Preferred Stock that was issued to Halo.

 Our
 Certificate of Incorporation and Bylaws provide that the Court of Chancery of the State of Delaware will be the sole and exclusive
 forum for substantially all disputes between us and our stockholders, which could limit stockholders' ability to obtain a favorable
 judicial forum for disputes with us or our directors, officers or employees.

 PART
I

 ITEM
1. BUSINESS

 Overview

Technologies Inc. ("RetinalGenix" or the "Company") is an ophthalmic research and development company focused on creating
solutions to screen, monitor, diagnose, and treat ophthalmic, optical, and sight-threatening disorders and to enable the early detection
and treatment of multiple systemic diseases through a combination of therapeutic medications and medical device technologies.

 The
Company is actively pursuing its mission to prevent vision loss and blindness due to ocular diseases, including diabetic retinopathy
and maculopathy, in its first two devices:

 1.
 Retinal
 Imaging Screening Device, a portable, retinal imaging system providing a wide field of
 view without requiring pupil dilation; and

 2.
 RetinalCam TM,
 an in-home/remote location patient-activated monitoring and imaging device offering real-time
 communication and alerting system for physicians available 24/7.

 We intend to launch RetinalCam TM
by the end of Q3 2024.

 In
addition to the above medical device advancements, the Company continues to make progress in development of its product candidates:

 1.
 RTG-2023
 for the treatment of dry age-related macular degeneration (dry AMD); and

 2.
 RTG-2024
 for the treatment of Alzheimer's syndrome dementia.

 To
date, we have devoted substantially all of our resources to organizing, business planning, raising capital, designing and developing
product candidates, and securing manufacturing and sales/distribution partners. We do not have any products approved for sale and have
not generated any revenue from product sales. We have funded our operations primarily through the private placement of common stock.

 We
anticipate that we will need an additional $12,200,000 to (i) complete product design and testing for RetinalGeniX TM and RetinalCam TM
 and submit RetinalGeniX TM for FDA clearance (we anticipate that the RetinalCam TM will not require FDA clearance);
(ii) complete the development and expansion of the software tools around the recently acquired DNA/GPS' genetic mapping technology;
and (iii) build the infrastructure for our sustained growth. We intend to obtain such funds through the sales of our equity and debt
securities and/or through potential strategic partnerships; however, no assurance can be provided that funds will be available to us
on acceptable terms, if at all.

 We
do not expect to generate any revenues from product sales unless and until we successfully complete development of these technologies
and we do not expect to generate any revenues from product sales unless and until we successfully obtain regulatory clearance for these
various assets under development. In addition, we expect to incur additional costs associated with operating as a public company, including
significant legal, accounting, investor relations, compliance and other expenses.

 As
a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy. Until such
time as we can generate significant revenue from sales of our product candidates, if ever, we expect to finance our cash needs through
public or private equity offerings, debt financings, strategic partnerships, collaborations and licensing arrangements or other capital
sources. However, we may be unable to raise additional funds or enter into such other arrangements when needed, on favorable terms or
at all. Our failure to raise capital or enter into such other arrangements as and when needed would have a negative impact on our financial
condition and could force us to delay, limit, reduce or terminate our product development or future commercialization efforts or grant
rights to develop and market our product candidates.

 We
had been issuing shares of our common stock pursuant to a private placement raising approximately $3.0 million from the sale of 3,070,500
shares of common stock from 2019 to January 2022.

 Because
of the numerous risks and uncertainties, we are unable to accurately predict the timing or amount of increased expenses or when or if
we will be able to achieve or maintain profitability. Even if we are able to generate product sales, we may not become profitable. If
we fail to become profitable or are unable to sustain profitability on a continuing basis, we may be unable to continue our operations
at planned levels and be forced to reduce or terminate our operations.

 Acquisition
of DNA/GPS Inc.

 On
July 5, 2022, we entered into an Exchange Agreement (the "Exchange Agreement") with Dr. Lawrence Perich pursuant to which
we acquired all 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 shares of our common stock. The acquisition of DNA/GPS combines DNA/GPS' pharmacogenetic
mapping capabilities with our retinal imaging capabilities. The combined technology is expected
to have the ability to provide diagnoses of systemic and retinal diseases. We accounted for this transaction as an asset acquisition
in the year ending December 31, 2022, and recorded the estimated purchase consideration and related expenses as in process research and
development in the accompanying consolidated statement of operations.

 RetinalGeniX's
DNA/RNA GPS Pharmacogenetic Mapping

 The
acquired system will combine high-resolution retinal imaging and pharmacogenetic mapping to develop new therapeutics for sight-threatening
and systemic diseases. It's a unique screening, monitoring, and data generation platform for early detection of systemic and ocular
disorders.

 The
application is expected to allow patients to obtain their genetic and systemic biomarkers privately, discreetly, and confidentially.
The system is intended to identify, monitor, profile, and screen patients for ocular and systemic diseases, including cardiovascular,
stroke, diabetes, Alzheimer's, dementia, and Parkinson's, at a fraction of the cost of existing methods.

 This
cost-effective approach intends to facilitate better drug development and enable the expansion of early detection from specialized labs
to 1,000 locations, including hospitals, nursing homes, community care centers, schools, pharmacies, assisted living, walk-in clinics,
doctors' offices, ambulatory surgery centers, optical outlets, etc.

 Design
& Prototype Progress

 The
Company has engaged a leading optical design, engineering, and fabrication firm to accelerate its development timeline and expects to
complete its MVP prototype in the first half of 2024.

 Laboratory
Partner

 The
Company is engaged with Pearl IRB, a provider of diagnostic testing services for its Institutional Review Board (IRB) to conduct a study
to personalize medical evaluations for patients receiving treatment for wet macular degeneration, which was previously announced on October
30, 2023

 The
Company and Dr. Perich have engaged phlebotomists from Seven Springs Surgery Center to facilitate the blood draw process necessary for
the Pearl IRB study. Blood draws are anticipated to begin in the second quarter 2024.

 The
Company has ended its relationship with MEDsan due to physical damage to MEDsan's facility and their resulting inability to meet
the Company's timeline. This functionality has been replaced with Seven Springs Surgery Center.

 Advisor for Therapeutic Drug Development

 Avania Clinical has been contracted as the initial
advisor for therapeutic drug development, specifically for the RTG-2023 and RTG-2024 product candidates. Additionally, we have filed
two provisional patents related to these studies and formed an institutional review board to launch a 390-patient clinical study intended
to validate the relative suitability of anti-VEGF ocular injection treatments for patient candidates with wet AMD.

 Market
Opportunity

 Our
mission is the prevention of blindness and the early detection and treatment of multiple systemic and ocular diseases. The retina reflects
the earliest changes in neuro-degenerative disease, vascular, metabolic, brain functions, and blindness because the eyes are a direct
extension of the brain through the optic nerve.

 The
main elements of our platform are: Hardware: (Our real-time high-resolution imaging and monitoring), Genetic tests (Our non-invasive
DNA /RNA biomarkers to determine disease risk profiles), Pearl IRB study and subsequent blood testing to determine anti-VEGF treatment
candidates and efficacy for treatment, Drug development combined with Pharmacogenetic mapping, and high-resolution imaging to discover
novel applications.

 Unmet
need – the early diagnosis of systemic diseases

 in 10 adults in the US have a chronic disease, The leading causes of death and
 disability and leading drivers of $4.1 trillion in annual health care costs.

 Lack
 of cost-efficient and easy-to-operate high-resolution screening technology enabling early diagnosis

 Inefficient,
 requiring the patient to access specialty centers and approvals away from home

 Sophisticated
 technicians needed to implement MRI, CT, PET scan, ultrasound, echocardiogram, blood draws
 at specialty labs, retinal testing, etc.

 Results
 of diagnoses generally are not immediate or confidential

 Diagnostic
 equipment is based at universities, large clinics, and hospitals

 Geographic
 accessibility (Rural even more limited)

 Worsening
Doctor-to-Patient Ratio

 Delay
 in early treatment of eye and systemic diseases

 There
 is expected to be physician workforce shortages throughout the country in 2030

 Specialists
 needed to interpret test results

 Inefficient,
 limited, and costly use of eyecare specialists

 Staffing
 shortages: COVID-19 pandemic brought severe dislocation in the healthcare workforce, which
 was already facing provider and nursing shortages in many geographies

 Decreasing
 medical professional population. The US faces a projected shortage of between 37,800 and
 124,000 physicians within 12 years

 30+
 million people in the US are without health insurance

 Worldwide,
 4.5 billion people were not fully covered by essential health services

 Escalating
Blindness/Ocular Disease

 Escalating
 blindness due to maculopathy, age-related macular degeneration (wet and dry), diabetic retinopathy
 and other eye diseases

 Insufficient
 number of ophthalmologists and optometrists worldwide <600,000

 Lack
 of early detection of central visual loss or changes due to therapeutic toxicity and various
 other causes

 Drug
 toxicity from many sources, including therapeutics, metabolic and infectious diseases, auto-immune
 and vascular disorders

 RetinalCam tm
 and Home/Remote Monitoring Market:

 The
US Target market consists of 1,000's of locations including hospitals, nursing homes, community care centers, schools, pharmacies,
assisted living, walk-in clinics, doctors' offices, ambulatory surgery centers, optical outlets, etc.

 In
addition to age-related macular degeneration, we are addressing early detection of Diabetic Retinopathy ("DR") which happens
when too much blood sugar (glucose) associated with diabetes damages the blood vessels in the retina. As a result, the retina does not
get enough oxygen and nutrients, and blood vessels can leak blood into the retina. According to the Mayo Clinic, DR is the leading cause
of new cases of blindness in people 20 to 74 years of age in the United States. According to the Centers for Disease Control and Prevention
("CDC") 2022 National Diabetes Statistics Report, more than 130 million adults are living with diabetes or prediabetes in
the United States. The American Diabetes Association reports that diabetic retinopathy is the most common diabetic eye disease and a
leading cause of blindness in American adults. The number of individuals with diabetic retinopathy is predicted to increase by nearly
50% to over 11 million people by 2030. According to the CDC, 34.2 million patients in the U.S. have diabetic
maculopathy with 26.9 million diagnosed and 7.3 million undiagnosed. In addition, 88 million adult Americans are pre-diabetics of which
84%, or 74 million, are undiagnosed. Diabetic maculopathy affects 500 million patients globally.

 Drug
Development market:

 Age-Related
macular degeneration - Market size:

There are two forms of AMD: wet and dry. The wet form is the leading cause of permanent central vision loss. The dry form can progress
to the wet type if not monitored closely by a doctor. There are 18 million cases of dry in the US Dry) Most of those 18 million do not
even know that they are at risk. 200 million people worldwide are estimated to have AMD, and by 2040, this number is projected to rise
to close to 300 million. The current estimated global market size is $18.3 billion in 2023 with about $5 billion in North America as
of 2021

 Alzheimer's
syndrome and related dementias - Market size:

 Alzheimer's
is the seventh leading cause of death in the United States and is projected to cost the U.S. economy nearly one trillion dollars by
2050. In the United States alone there were 6.7 million in 2022 and projected to be 139 million by 2050. There are over 55 million
people worldwide living with dementia and 2020 a reach 78 million in 2023 and 139 million by 2050. The North American
Alzheimer's therapeutic market size is estimated to be $13.7 billion by 2030. In 2022 there were 6.7 million cases in the US
costing $345 billion in 2023 and that did not include the value of unpaid caregiving. Over 11 million Americans provide unpaid care
for people with Alzheimer's or other dementias. In 2022, unpaid caregivers provided an estimated 18 billion hours of care
valued at $339.5 billion - nearly doubling the cost burden of this disease.

 Genetic
Tests -Pearl IRB for diagnostic testing services - Market size:

 IRB
for diagnostic testing services to personalize medical evaluations for patients receiving treatment for wet macular degeneration. (AMD)

 Currently,
the treatment for AMD mainly involves repeated intravitreal injection of anti-vascular endothelial growth factor (VEGF) drugs. Although
it can preserve vision, repeated injections are an invasive treatment modality, which may lead to serious complications and reduce patient
adherence to treatment.

 Currently,
patients who suffer from blindness are receiving intravitreal injections that may or may not be effective in treating their condition.
Such injections are very expensive and can cost up to $2,000 per eye on average. Moreover, these injections need to be administered for
the rest of the patient's life, which poses a significant financial burden for insurance companies as well as Medicare.

 According
to the BrightFocus Foundation and JAMA Ophthalmology, approximately 20 million people in the United States have AMD, and nearly 1.5 million
Americans have the advanced form (wet) of the disease,

 Genetic
Testing for Biomarkers

 Through
our DNA/GPS platform, we can assess millions of DNA snippets (a small portion of DNA associated with one or more genes or attributes)
more rapidly than most current providers and at a significantly reduced cost.

 The
Company intends to offer DNA/RNA GPS laboratory home-use test kits to help evaluate a patient's disease risk profile. These
test kits may be combined with our Patient Portal Software Application, and our pharmacogenetic mapping and retinal imaging analysis
to provide a non-invasive and cost-effective way to assess disease risk. RetinalGeniX DNA/RNA/GPS laboratory home-use test kits
will be available for purchase via direct-to-consumers and distributors.

 The
goal here is to facilitate better drug selection, analysis, and validation and enable the early detection of Systemic Disease. Understanding
the structure and function of DNA has helped accelerate the investigation of disease pathways, assess an individual's genetic susceptibility
to specific diseases, diagnose genetic disorders, and formulate new drugs. It is also critical to the identification of pathogens.

 The
 analysis of retinal imaging provides a non-invasive and cost-effective way to evaluate a
 patient's disease risk profile

 The
 patient can update the database via the app, which includes current medical diagnosis, medications,
 illnesses, allergies, diet, and lifestyle. Medical history software application (in development)

 Use
of Bio-Markers

 RNA
 proteins can predict future diseases years before occurrence

 DNA
 markers are blood markers of current disease

 RNA
 markers are proteins developed by Messenger RNA as a template and expressed as RNA Marker
 Proteins

 The
 proteins are found in the tears, nasal canal, buccal canal, and blood

 Competition

 Devices:

 In
the device market, the ophthalmic medical technology industries utilize rapidly advancing technologies and are characterized by intense
competition. There is a strong emphasis on intellectual property and proprietary products. In the device market, we face competition
from different sources including ophthalmic medical technology companies, academic institutions, government agencies, and public and
private research institutions.

 Our
critical competitive differentiators within the medical device market segment include in-home and out-of-home monitoring, 24/7 real-time
auto-alert to physician's office and home, simultaneous internal and external imaging, patient-operated (no technician needed),
voice-activated operation to conduct monitoring, physician referral network, embedded patient data directory, easily portable for home
monitoring use, high-resolution external imaging standard, high-resolution retinal imaging standard, price range (our pricing is well
below the industry average even for those devices that do not pose a direct competitive threat.), auto-compensation (no corrective lens
needed), no eye dilation is needed.

 Genetic
Testing for Systemic and Ocular Diseases

 Through
our DNA/GPS platform, we can assess millions of DNA snippets (a small portion of DNA associated with one or more genes or attributes)
more rapidly than most current providers and at a significantly reduced cost.

 The
genetic tests may also be combined with our Patient Portal Software Application, and our pharmacogenetic mapping and retinal imaging
analysis to provide a non-invasive and cost-effective way to assess disease risk.

 Therapeutic
drugs:

 Candidate
RTG 2023 for Age-Related Macular Degeneration (Dry). There are no FDA-approved drugs to prophylactically treat or stop dry AMD.

 Candidate
RTG 2024 for Alzheimer's syndrome: There are 7 FDA-approved solutions that do not affect the underlying brain changes that
cause symptoms, nor do they alter the course of the disease. We have filed provisional patents for two drug candidates
that are already on the market for other indications. We intend to launch RetinalCam TM by the end of Q3 2024.

 Many
of our competitors have significantly greater financial resources and expertise in research and development, medical device development
and obtaining regulatory approvals than us as well as more established distribution networks and relationships with healthcare providers.
Mergers and acquisitions in the ophthalmic medical technology industries may result in even more resources being concentrated among a
smaller number of our competitors. These competitors also compete with us in recruiting and retaining qualified personnel, as well as
in acquiring technologies complementary to our products.

 Manufacturing
and Distribution

 On
June 24, 2021, we entered into an Amended and Restated Master Services Agreement ("Master Services Agreement") with ADM Tronics
Unlimited, Inc. ("ADM Tronics"), pursuant to which ADM Tronics will provide us with design, engineer and provide regulatory
services related to RetinalGeniX TM and RetinalCam TM.

 On
October 8, 2019, we entered into an option exchange agreement (the "Option Exchange Agreement") with Diopsys, Inc. ("Diopsys")
pursuant to which we shall issue Diopsys an option to purchase up to 10% of our issued and outstanding shares of common stock and Diopsys
shall issue us an option to purchase up to 10% of the issued and outstanding shares of common stock of Diopsys on the Closing Date (the
"Option Exchange"). "Closing Date" means a date that is within 30 days of the date that all of the contingencies
set forth in the Option Exchange Agreement are satisfied including, but not limited to, approval of a product by the FDA. In addition,
pursuant to the Option Exchange Agreement, upon the closing of the Option Exchange, we shall enter into an exclusive distribution agreement
with Diopsys pursuant to which Diopsys shall act as our exclusive distributor of such product. The agreement was terminated on February
14, 2022, and no options were granted to Diopsys.

 Intellectual
Property Portfolio

 Our
success depends in large part on our ability to protect our proprietary technologies and information, and to operate without infringing
the proprietary rights of third parties. We rely on a combination of patent, trade secret, trademark, and copyright laws, as well as
confidentiality and other agreements, to establish and protect our proprietary rights. In addition to patent protection, we rely on trade
secrets, proprietary know-how, and continuing technological advances to develop and maintain our competitive position. Our goal is to
obtain, maintain and enforce patent protection for our products, preserve our trade secrets, and operate without infringing on the proprietary
rights of other parties.

 Current
Intellectual property includes:

 Patents
Granted in 2023

 Ocular
Imaging and monitoring Patents (Granted)

 1.
 US
 Publication Number 20230137387 System and Method for Visualization of Ocular Anatomy Publication
 number:

 2.
 US
 Publication Number 20210121062 Patient Home Monitoring and Physician Alert for Ocular Anatomy

 Patents
applied for in 2023:

 1.
 Provisional
 patent RTG-2023 for the treatment of dry age-related macular degeneration (dry AMD)

 2.
 Provisional
 patent RTG-2024 for the treatment of Alzheimer's syndrome dementia.

 3.
 US
 Patent Applied for Retinal Imaging Disease Risk Management System

 Sublicense
Agreement with Sanovas Ophthalmology LLC

 On
June 24, 2021, we entered into a sublicense agreement ("Sublicense Agreement") with Sanovas Ophthalmology LLC ("Sanovas
Ophthalmology"), a company for which our Chief Executive Officer is also the managing member, pursuant to which Sanovas Ophthalmology
granted us an exclusive worldwide ("Territory") license to certain intellectual property, including six patents, two patent
applications, and two trademark applications, licensed to Sanovas Ophthalmology by Sanovas Intellectual Property LLC relating to certain
technologies for eye and ocular visualization and monitoring ("Licensed IP") for uses related to the screening, examination,
diagnosis, prevention and/or treatment of any eye disease, medical condition or disorder, or any disease, medical condition or disorder
affecting the eye. The Licensed IP which has been issued by the USPTO and relates to methods of use and systems expires on dates ranging
from September 2034 to December 2034, and the Licensed IP which is still pending before the USPTO also relates to methods of use and
systems. Pursuant to the Sublicense Agreement, commencing on the date of the first commercial sale of a Licensed Product (as defined
in the Sublicense Agreement), in each country in the Territory and continuing on a country by country basis until the expiration or termination
of the last Valid Claim (as defined herein) of a licensed patent in such country (the "Royalty End Date"), we shall pay Sanovas
Ophthalmology a royalty equal to a mid-single digit percentage of any Net Sales (as defined in the Sublicense Agreement) of any Licensed
Product. "Valid Claim" means an issued, unexpired patent claim contained in a licensed patent as long as the claim has not
been admitted by Sanovas Intellectual Property, LLC, the owner of the Licensed IP, or otherwise caused to be invalid or unenforceable
through reissue, disclaimer or otherwise, or held invalid or unenforceable by a tribunal or governmental agency of competent jurisdiction
from whose judgment no appeal is allowed or timely taken. The Sublicense Agreement shall continue until the Royalty End Date, unless
earlier terminated pursuant to its terms. The Sublicense Agreement may be terminated by either party if the other party materially breaches
the Sublicense Agreement in a manner that cannot be cured, or materially breaches the Sublicense Agreement in a manner that can be cured,
and such breach remains uncured for more than 30 days after the receipt by the breaching party of notice specifying the breach. Furthermore,
we may terminate the Sublicense Agreement at any time upon 90 days written notice to Sanovas Ophthalmology.

 Government
Regulations

 Our
business is subject to extensive, complex, and rapidly changing federal and state laws and regulations. Various federal and state agencies
have discretion to issue regulations any interpret and enforce healthcare laws. While we believe we comply in all material respects with
applicable healthcare laws and regulations, these regulations can vary significantly from jurisdiction, and interpretation of existing
laws and regulations may change periodically. Federal and state legislatures also may enact various legislative proposals that could
materially impact certain aspects of our business.

 United
States Regulations

 In
the U.S., medical devices are subject to regulation by the FDA under the Federal Food, Drug, and Cosmetic Act (the "FDCA")
and its implementing regulations. The FDCA and regulations govern, among other things, the design, manufacture, storage, recordkeeping,
approval, labeling, promotion, post-approval monitoring and reporting, distribution and import and export of medical devices. Failure
to comply with applicable requirements may subject a device and/or its manufacturer to a variety of administrative and judicial sanctions,
such as FDA refusal to grant requests for 510(k) clearance, de novo classification, or premarket approval of new products or modified
products, issuance of warning letters or untitled letters, mandatory product recalls, import detentions, civil monetary penalties, and/or
judicial sanctions, such as product seizures, injunctions, and criminal prosecution.

 The
FDCA classifies medical devices into one of three categories based on the risks associated with the device and the level of control necessary
to provide reasonable assurance of safety and effectiveness. Class I devices are deemed to be low risk and are subject only to the general
regulatory controls. Class II devices are moderate risk. They are subject to general controls and may also be subject to special controls.
Class III devices are generally the highest risk devices. They are required to obtain premarket approval and comply with post-market
conditions of approval in addition to general regulatory controls.

 We
believe RetinalGeniX TM is a Class II medical device that will require 510(k) clearance from the FDA. In addition, we believe
RetinalCam TM will be considered a Class II exempt medical device because it is non-diagnostic in nature, and therefore, we
do not anticipate needing 510(k) clearance from the FDA to market such product. Pursuant to FDA product classification codes for ophthalmic
cameras under 21 C.F.R. § 886.1120, "PJZ" cameras are prescription devices indicated only for the capture and storage
of images of the eye and surrounding area in the general population. PJZ cameras cannot be indicated for any specific population (e.g.,
pediatrics, AMD patients, etc.), cannot contain any type of "diagnostic" or "aid in diagnosis" claims in the
indication for use, and cannot reference any specific disease. PJZ cameras do not exceed group 1 radiant exposure limits for ultraviolet,
visible, and infrared radiation under all light energy conditions, as defined in the ANSI Z80.36-2016 standard Light Hazard Protection
for Ophthalmic Instruments. PJZ cameras also have other design and performance characteristics that are described by FDA in the product
code description.

 If
the RetinalGeniX TM were to be classified as a Class II medical device, such classification would require us to submit a premarket
notification submission to FDA prior to marketing. We anticipate the submission will require clinical evidence of safety and efficacy,
generated through a regulated, randomized clinical trial or field evaluation. FDA clearance for ophthalmological devices usually require
about 170 days.

 We
intend to launch RetinalCam TM by the end of Q3 2024 and we intend to apply for 510(k) clearance for RetinalGeniX TM
in 2024.

 FDA
Pre-Market Authorization and Notification

 Under
FDA regulations, all devices, including Class I devices, are subject to general controls, which are the basic authorities of the Medical
Device Amendments that provide the FDA with the means of regulating devices to ensure their safety and effectiveness (e.g., labeling,
facility registration and device listing and adherence to Quality System Regulation ("QSR") requirements). For Class III
devices, a pre-market approval ("PMA") application will be required unless the device is a pre-amendment device (on the market
prior to the passage of the medical device amendments in 1976, or substantially equivalent to such a device) or is exempted from submission
of a PMA. In that case, a 510(k) will be the route to market. A 510(k) clearance will be granted if the submitted information establishes
that the proposed device is substantially equivalent to a legally marketed Class I or II medical device, or to a Class III medical device
for which the FDA has not required a PMA. The FDA may determine that a proposed device is not substantially equivalent to a legally marketed
device or that additional information or data are needed before a substantial equivalence determination can be made. A request for additional
data may require that clinical studies of the device's safety and efficacy be performed.

 While
most Class I and some Class II devices may be marketed without prior FDA authorization, most other medical devices can be legally sold
within the U.S. only if the FDA has: (i) approved a PMA prior to marketing, generally applicable to most Class III devices; (ii) cleared
the device in response to a premarket notification, or 510(k) submission, generally applicable to Class I and II devices; or (iii) authorized
the device to be marketed through the de novo classification process, generally applicable for novel Class I or II devices. PMA
applications, 510(k) premarket notifications, and de novo requests require payment of substantial user fees that are modified
each fiscal year.

 Commercial
distribution of a device for which a 510(k) notification is required may begin only after the FDA issues an order finding the device
to be substantially equivalent to a previously cleared device. Even in cases where the FDA grants a 510(k) clearance, it may take the
FDA between four and nine months from the date of submission to grant a 510(k) clearance, but may take longer.

 A
"not substantially equivalent" determination, or a request for additional information, could delay the market introduction
of new products that fall into this category and could have a material adverse effect on our business, financial condition and results
of operations. For any of our products that are cleared through the 510(k) process, modifications or enhancements that could significantly
affect the safety or efficacy of the device or that constitute a major change to the intended use of the device will require new 510(k)
submissions.

 Any
products manufactured or distributed by us are subject to pervasive and continuing regulation by the FDA, including record keeping requirements
and reporting of adverse experiences with the use of the device. Device manufacturers are required to register their establishments and
list their devices with the FDA and certain state agencies, and are subject to periodic inspections by the FDA and certain state agencies.
The FDCA requires devices to be manufactured to comply with applicable QSR regulations which impose certain procedural and documentation
requirements upon us with respect to design, development, manufacturing and quality assurance activities. The FDA enforces its requirements
by market surveillance and periodic visits, both announced and unannounced, to inspect or re-inspect equipment, facilities, laboratories
and processes to confirm regulatory compliance. These inspections may include the manufacturing facilities of subcontractors. Following
an inspection, the FDA may issue a report, known as a Form 483, listing instances where the manufacturer has failed to comply with applicable
regulations and/or procedures or, if observed violations are sufficiently severe and urgent, a warning letter. If the manufacturer does
not adequately respond to a Form 483 or warning letter, the FDA make take enforcement action against the manufacturer or impose other
sanctions or consequences.

 We
are subject to unannounced inspections by the FDA and the Food and Drug Branch of the California Department of Public Health to determine
our compliance with the QSR and other regulations, and these inspections may include the manufacturing facilities of our subcontractors.

 510(k)
Premarket Notification Pathway

 Product
marketing in the U.S. for most Class II and a limited number of Class I devices typically follows the 510(k) premarket notification pathway.
To obtain 510(k) clearance, a manufacturer must submit a premarket notification demonstrating that the proposed device is substantially
equivalent to a legally marketed device, referred to as the "predicate device." A predicate device may be a previously 510(k)-cleared
device placed in Class I or Class II via a finding of substantial equivalence to a lawfully marketed Class I or Class II device, or a
Class III device that was in commercial distribution before May 28, 1976 and for which the FDA has not yet called for PMA applications,
or a product previously placed in Class I or Class II through the de novo classification process. A finding of "substantial
equivalence" means the FDA must conclude that the proposed device has the same intended use as a predicate device, and it either
has the same technological characteristics, or it has different technological characteristics but submitted information (potentially
including clinical data) shows it is as safe and effective and does not raise different questions of safety and effectiveness as compared
to the predicate device.

 The
FDA has a user fee goal to apply no more than 90 calendar review days to 510(k) submissions. During the process, the FDA may issue an
Additional Information request, which stops the clock. The applicant has no more than 180 days to respond (after which the submission
is automatically terminated). Therefore, the total review time could be up to a maximum of 270 days.

 After
a device receives 510(k) clearance, any modification that could significantly affect its safety or effectiveness, or that would constitute
a major change in its intended use, requires a new 510(k) clearance or could require a PMA approval or de novo classification.
The FDA requires each manufacturer to make this determination in the first instance, but the FDA can review any such decision. If the
FDA disagrees with a manufacturer's decision not to seek a new 510(k) clearance for the modified device, the agency may retroactively
require the manufacturer to seek 510(k) clearance, de novo classification, or PMA approval. The FDA also can require the manufacturer
to cease marketing and/or recall the modified device until 510(k) clearance or PMA approval is obtained.

 Post-market
Requirements

 After
a device is placed on the market, numerous general regulatory controls apply. These include: the QSR, labeling regulations, the medical
device reporting regulations (which require that manufacturers report to the FDA if their device may have caused or contributed to a
death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if it were to recur),
and reports of corrections and removals regulations (which require manufacturers to report recalls or removals and field corrections
to the FDA if initiated to reduce a risk to health posed by the device or to remedy a violation of the FDCA). Failure to properly identify
reportable events or to file timely reports, as well as failure to address each of the observations to FDA's satisfaction, can
subject a manufacturer to warning letters, recalls, or other sanctions and penalties.

 Labeling
and promotion activities are subject to scrutiny by the FDA and by the Federal Trade Commission. The FDA actively enforces regulations
prohibiting marketing of products for unapproved uses. We and our products are also subject to a variety of state laws and regulations
in those states or localities where our products will be marketed. Any applicable state or local regulations may hinder our ability to
market our products in those states or localities. Manufacturers are also subject to numerous federal, state and local laws relating
to such matters as safe working conditions, manufacturing practices, environmental protection, fire hazard control and disposal of hazardous
or potentially hazardous substances. We may be required to incur significant costs to comply with such laws and regulations now or in
the future. Such laws or regulations may have a material adverse effect upon our ability to do business.

 Advertising,
marketing and promotional activities for devices are also subject to FDA oversight and must comply with the statutory standards of the
FDCA, and the FDA's implementing regulations. The FDA's oversight authority review of marketing and promotional activities
encompasses, but is not limited to, direct-to-consumer advertising, healthcare provider-directed advertising and promotion, sales representative
communications to healthcare professionals, promotional programming and promotional activities involving electronic media. The FDA also
regulates industry-sponsored scientific and educational activities that make representations regarding product safety or efficacy in
a promotional context.

 Manufacturers
of medical devices are permitted to promote products solely for the uses and indications set forth in the approved or cleared product
labeling. A number of enforcement actions have been taken against manufacturers that promote products for "off-label" uses
(i.e., uses that are not described in the approved or cleared labeling), including actions alleging that claims submitted to government
healthcare programs for reimbursement of products that were promoted for "off-label" uses are fraudulent in violation of
the Federal False Claims Act or other federal and state statutes and that the submission of those claims was caused by off-label promotion.
The failure to comply with prohibitions on "off-label" promotion can result in significant monetary penalties, revocation
or suspension of a company's business license, suspension of sales of certain products, product recalls, civil or criminal sanctions,
exclusion from participating in federal healthcare programs, or other enforcement actions. In the United States, allegations of such
wrongful conduct could also result in a corporate integrity agreement with the U.S. government that imposes significant administrative
obligations and costs.

 Violations
of the FDCA relating to the inappropriate promotion of approved products may lead to investigations alleging violations of federal and
state healthcare fraud and abuse and other laws, as well as state consumer protection laws.

 For
a Class II or Class III device meeting certain requirements, the FDA also may require post-market surveillance requirements. Additionally,
the FDA may place conditions on a PMA-approved device that could restrict the distribution or use of the product. In addition, all classes
of devices must comply with quality-control, manufacture, packaging, and labeling procedures under the QSR, and manufacturers are subject
to periodic inspections by the FDA for compliance. Accordingly, manufacturers must continue to expend time, money, and effort in the
areas of production and quality control to maintain compliance with the QSR. The FDA may withdraw product approvals or recommend or require
product recalls if a company fails to comply with regulatory requirements.

 Export
of our products is regulated by the FDA and subject to the FDCA, 21 U.S.C. §§381-384f, and other statutes FDA administers,
which greatly expanded the export of approved and unapproved United States medical devices. Some foreign countries require manufacturers
to provide a specific type of FDA export certificate (such as a Certificate to Foreign Government or Certificate of Exportability), which
may require the device manufacturer to certify the device is lawfully marketed in the United States, including in conformance with QSR
requirements, labeling regulations, premarket notification, and other requirements. The FDA will refuse to issue any export certificate
if significant outstanding QSR violations exist.

 European
Union Regulations

 In
the European Union ("EU"), there are four main medical device classes: I, IIa, IIb and III. Similar to the US classification
system, the EU classification system is a risk-based system, depending on the potential risk associated with the device. In the EU, we
believe the RetinalCam TM would be considered a Class IIa medical device, which would require the grant of a CE marking prior
to launching in the EU. To obtain a CE marking, the device manufacturer must be certified to ISO 13485, and the product must meet certain
harmonized standards for its design, development and testing. If the manufacturer is not self-certifying, outside agencies (known as
Notified Bodies) will be required to test and certify that the device meets the applicable requirements, including clinical evidence
of safe and effective use prior to the product being released for general market introduction.

 U.S.
Drug Approval Process

 In
the United States, the FDA regulates pharmaceutical and biological products under the Federal Food, Drug and Cosmetic Act, Public Health
Service Act (the "PHSA"), and implementing regulations. Products are also subject to other federal, state and local statutes
and regulations. Failure to comply with the applicable U.S. requirements at any time during the product development process, approval
process or after approval, may subject an applicant to administrative or judicial sanctions. FDA sanctions could include, among other
actions, refusal to approve pending applications, withdrawal of an approval, a clinical hold, warning letters, product recalls or withdrawals
from the market, product seizures, total or partial suspension of production or distribution injunctions, fines, refusals of government
contracts, restitution, disgorgement or civil or criminal penalties. Any agency or judicial enforcement action could have a material
adverse effect on us. The process required by the FDA before a drug or biological product may be marketed in the United States generally
involves the following:

 completion
 of nonclinical laboratory tests and animal studies according to good laboratory practices, or GLPs, and applicable requirements for
 the humane use of laboratory animals or other applicable regulations;

 submission
 to the FDA of an Investigational New Drug which must become effective before human clinical trials may begin;

 performance
 of adequate and well-controlled human clinical trials according to the FDA's regulations commonly referred to as good clinical
 practices, or GCPs, and any additional requirements for the protection of human research subjects and their health information, to
 establish the safety and efficacy of the proposed product for its intended use;

 submission
 to the FDA of an New Drug Application (NDA) for marketing approval that meets applicable requirements to ensure the continued safety,
 purity, and potency of the product.;

 satisfactory
 completion of an FDA inspection of the manufacturing facility or facilities where the biological product is produced, to assess compliance
 with cGMP, to assure that the facilities, methods and controls are adequate to preserve the product's identity, strength, quality
 and purity;

 potential
 FDA audit of the nonclinical trial and clinical study sites that generated the data in support of the NDA; and

 FDA
 review and approval, or licensure, of the NDA.

 Before
testing any drug candidate in humans, the candidate enters the preclinical testing stage. Preclinical tests, also referred to as nonclinical
studies, include laboratory evaluations of product chemistry, toxicity and formulation, as well as animal studies to assess the potential
safety and activity of the candidate. The conduct of the preclinical tests must comply with federal regulations and requirements including
GLPs. The clinical trial sponsor must submit the results of the preclinical tests, together with manufacturing information, analytical
data, any available clinical data or literature and a proposed clinical protocol, to the FDA as part of the IND. Preclinical testing
may continue even after the IND is submitted. The IND automatically becomes effective 30 days after receipt by the FDA, unless the FDA
raises concerns or questions regarding the proposed clinical trials and places the trial on a clinical hold within that 30-day time period.
In such a case, the IND sponsor and the FDA must resolve any outstanding concerns before the clinical trial can begin. The FDA may also
impose clinical holds on a product candidate at any time before or during clinical trials due to safety concerns or non-compliance. If
the FDA imposes a clinical hold, trials may not recommence without FDA authorization and then only under terms authorized by the FDA.
Accordingly, we cannot be sure that submission of an IND will result in the FDA allowing clinical trials to begin, or that, once begun,
issues will not arise that suspend or terminate such trials.

 Clinical
trials involve the administration of the product candidate to healthy volunteers or patients under the supervision of qualified investigators,
generally physicians not employed by or under the trial sponsor's control. Clinical trials are conducted under protocols detailing,
among other things, the objectives of the clinical trial, dosing procedures, subject selection and exclusion criteria, and the parameters
to be used to monitor subject safety, including stopping rules that assure a clinical trial will be stopped if certain adverse events
should occur. Each protocol and any amendments to the protocol must be submitted to the FDA as part of the IND. Clinical trials must
be conducted and monitored in accordance with the FDA's regulations composing the GCP requirements, including the requirement that
all research subjects provide informed consent. Further, each clinical trial must be reviewed and approved by an independent institutional
review board, or IRB, at or servicing each institution at which the clinical trial will be conducted. An IRB is charged with protecting
the welfare and rights of trial participants and considers such items as whether the risks to individuals participating in the clinical
trials are minimized and are reasonable in relation to anticipated benefits. The IRB also approves the form and content of the informed
consent that must be signed by each clinical trial subject or his or her legal representative and must monitor the clinical trial until
completed. Human clinical trials are typically conducted in three sequential phases; these phases may overlap or be combined:

 Phase
 1. The product candidate is initially introduced into healthy human volunteers and tested for safety. In the case of some products
 for severe or life-threatening diseases, especially when the product may be too inherently toxic to ethically administer to healthy
 volunteers, the initial human testing is often conducted in patients with the targeted disease.

 Phase
 2. The product candidate is evaluated in a limited patient population to identify possible adverse effects and safety risks,
 to preliminarily evaluate the efficacy of the product for specific targeted diseases and to determine dosage tolerance, optimal dosage
 and dosing schedule.

 Phase
 3. Clinical trials are undertaken to further evaluate dosage, clinical efficacy, potency, and safety in an expanded patient population
 at geographically dispersed clinical trial sites. These clinical trials are intended to establish the overall risk to benefit ratio
 of the product and provide an adequate basis for product labeling.

 Post-approval
clinical trials, sometimes referred to as Phase 4 clinical trials, may be conducted after initial marketing approval. These clinical
trials are used to gain additional experience from the treatment of patients in the intended therapeutic indication, particularly for
long-term safety follow-up.

all phases of clinical development, regulatory agencies require extensive monitoring and auditing of all clinical activities, clinical
data, and clinical trial investigators. Annual progress reports detailing the results of the clinical trials must be submitted to the
FDA. Written IND safety reports must be promptly submitted to the FDA and the investigators for serious and unexpected adverse events,
any findings from other studies, tests in laboratory animals or in vitro testing that suggest a significant risk for human subjects,
or any clinically important increase in the rate of a serious suspected adverse reaction over that listed in the protocol or investigator
brochure. The sponsor must submit an IND safety report within 15 calendar days after the sponsor determines that the information qualifies
for reporting. The sponsor also must notify the FDA of any unexpected fatal or life-threatening suspected adverse reaction within seven
calendar days after the sponsor's initial receipt of the information. Phase 1, Phase 2 and Phase 3 clinical trials may not be completed
successfully within any specified period, if at all. The FDA or the sponsor or its data safety monitoring board may suspend or terminate
a clinical trial at any time on various grounds, including a finding that the research subjects are being exposed to an unacceptable
health risk. Similarly, an IRB can suspend or terminate approval of a clinical trial at its institution if the clinical trial is not
being conducted in accordance with the IRB's requirements or if the biological product has been associated with unexpected serious
harm to subjects.

 Concurrently
with clinical trials, companies usually complete additional studies and must also develop additional information about the physical characteristics
of the biological product as well as finalize a process for manufacturing the product in commercial quantities in accordance with cGMP
requirements. To help reduce the risk of the introduction of adventitious agents with use of biological products, the PHSA emphasizes
the importance of manufacturing control for products whose attributes cannot be precisely defined. The manufacturing process must be
capable of consistently producing quality batches of the product candidate and, among other criteria, the sponsor must develop methods
for testing the identity, strength, quality, potency and purity of the final biological product. Additionally, appropriate packaging
must be selected and tested, and stability studies must be conducted to demonstrate that the biological product candidate does not undergo
unacceptable deterioration over its shelf life.

 U.S.
Review and Approval Processes

 After
the completion of clinical trials of a product, FDA approval of an NDA must be obtained before commercial marketing of the product. The
BLA must include results of product development, laboratory and animal studies, human trials, information on the manufacture and composition
of the product, proposed labeling and other relevant information. The FDA may grant deferrals for submission of data, or full or partial
waivers. The testing and approval processes require substantial time and effort and there can be no assurance that the FDA will accept
the BLA for filing and, even if filed, that any approval will be granted on a timely basis, if at all.

 Under
the Prescription Drug User Fee Act, or PDUFA, as amended, each NDA must be accompanied by a significant user fee. The FDA adjusts the
PDUFA user fees on an annual basis. PDUFA also imposes an annual program fee on approved products. Fee waivers or reductions are available
in certain circumstances, including a waiver of the application fee for the first application filed by a small business. No user fees
are assessed on NDA a for products designated as orphan drugs, unless the product also includes a non-orphan indication.

 The
FDA has a Fast Track program that is intended to expedite or facilitate the process for reviewing new drugs and biological products that
meet certain criteria. Specifically, new biological products are eligible for Fast Track designation if they are intended to treat a
serious or life-threatening condition and demonstrate the potential to address unmet medical needs for the condition. Fast Track designation
applies to the combination of the product and the specific indication for which it is being studied. For a Fast Track biological product,
the FDA may consider review of completed sections of a NDA on a rolling basis provided the sponsor provides, and the FDA accepts, a schedule
for the submission of the completed sections of the NDA. Under these circumstances, the sponsor pays any required user fees upon submission
of the first section of the NDA. A Fast Track designated drug candidate may also qualify for priority review, under which the FDA reviews
the NDA in six months rather than ten months after it is accepted for filing.

 Within
60 days following submission of the application, the FDA reviews a NDA submitted to determine if it is substantially complete before
the agency accepts it for filing. The FDA may refuse to file any NDA that it deems incomplete or not properly reviewable at the time
of submission, and may request additional information. In this event, the NDA must be resubmitted with the additional information. The
resubmitted application also is subject to review before the FDA accepts it for filing. Once the submission is accepted for filing, the
FDA begins an in-depth substantive review of the NDA. The FDA reviews the NDA to determine, among other things, whether the proposed
product is safe, potent, and/or effective for its intended use, and has an acceptable purity profile, and whether the product is being
manufactured in accordance with cGMP to assure and preserve the product's identity, safety, strength, quality, potency and purity.
The FDA may refer applications for novel products or products that present difficult questions of safety or efficacy to an advisory committee,
typically a panel that includes clinicians and other experts, for review, evaluation and a recommendation as to whether the application
should be approved and under what conditions. The FDA is not bound by the recommendations of an advisory committee, but it considers
such recommendations carefully when making decisions. During the product approval process, the FDA also will determine whether a Risk
Evaluation and Mitigation Strategy, or REMS, is necessary to assure the safe use of the biological product. If the FDA concludes a REMS
is needed, the sponsor of the NDA must submit a proposed REMS. The FDA will not approve a NDA without a REMS, if required.

 Before
approving an NDA, the FDA will inspect the facilities at which the product is manufactured. The FDA will not approve the product unless
it determines that the manufacturing processes and facilities are in compliance with cGMP requirements and adequate to assure consistent
production of the product within required specifications. Additionally, before approving an NDA, the FDA will typically inspect one or
more clinical sites to assure that the clinical trials were conducted in compliance with IND trial requirements and GCP requirements.
To assure cGMP and GCP compliance, an applicant must incur significant expenditure of time, money and effort in the areas of training,
record keeping, production, and quality control.

 Notwithstanding
the submission of relevant data and information, the FDA may ultimately decide that the NDA does not satisfy its regulatory criteria
for approval and deny approval. Data obtained from clinical trials are not always conclusive and the FDA may interpret data differently
than we interpret the same data. If the agency decides not to approve the NDA in its present form, the FDA will issue a complete response
letter that describes all of the specific deficiencies identified in the NDA by the FDA. The deficiencies identified may be minor, for
example, requiring labeling changes, or major, for example, requiring additional clinical trials. Additionally, the complete response
letter may include recommended actions that the applicant might take to place the application in a condition for approval. If a complete
response letter is issued, the applicant may either resubmit the NDA, addressing all of the deficiencies identified in the letter, or
withdraw the application.

 If
a product receives regulatory approval, the approval may be significantly limited to specific diseases and dosages or the indications
for use may otherwise be limited, which could restrict the commercial value of the product.

 Further,
the FDA may require that certain contraindications, warnings or precautions be included in the product labeling. The FDA may impose restrictions
and conditions on product distribution, prescribing, or dispensing in the form of a risk management plan, or otherwise limit the scope
of any approval. In addition, the FDA may require post marketing clinical trials, sometimes referred to as Phase 4 clinical trials, designed
to further assess a biological product's safety and effectiveness, and testing and surveillance programs to monitor the safety
of approved products that have been commercialized.

 In
addition, under the Pediatric Research Equity Act, an NDA or supplement to a NDA must contain data to assess the safety and effectiveness
of the product for the claimed indications in all relevant pediatric subpopulations and to support dosing and administration for each
pediatric subpopulation for which the product is safe and effective. The FDA may grant deferrals for submission of data or full or partial
waivers.

 Post-Approval
Requirements

 Any
products for which we receive FDA approvals will be subject to continuing regulation by the FDA, including, among other things, record-keeping
requirements, reporting of adverse experiences with the product, providing the FDA with updated safety and efficacy information, product
sampling and distribution requirements, and complying with FDA promotion and advertising requirements, which include, among others, standards
for direct-to-consumer advertising, restrictions on promoting products for uses or in patient populations that are not described in the
product's approved uses, known as 'off-label' use, limitations on industry-sponsored scientific and educational activities,
and requirements for promotional activities involving the internet. Although physicians may prescribe legally available products for
off-label uses, if the physicians deem to be appropriate in their professional medical judgment, manufacturers may not market or promote
such off-label uses.

 In
addition, quality control and manufacturing procedures must continue to conform to applicable manufacturing requirements after approval
to ensure the long-term stability of the product. cGMP regulations require among other things, quality control and quality assurance
as well as the corresponding maintenance of records and documentation and the obligation to investigate and correct any deviations from
cGMP. Manufacturers and other entities involved in the manufacture and distribution of approved products are required to register their
establishments with the FDA and certain state agencies, and are subject to periodic unannounced inspections by the FDA and certain state
agencies for compliance with cGMP and other laws. Accordingly, manufacturers must continue to expend time, money, and effort in the area
of production and quality control to maintain cGMP compliance. Discovery of problems with a product after approval may result in restrictions
on a product, manufacturer, or holder of an approved NDA, including, among other things, recall or withdrawal of the product from the
market. In addition, changes to the manufacturing process are strictly regulated, and depending on the significance of the change, may
require prior FDA approval before being implemented. Other types of changes to the approved product, such as adding new indications and
claims, are also subject to further FDA review and approval.

 The
FDA also may require post-marketing testing, known as Phase 4 testing, and surveillance to monitor the effects of an approved product.
Discovery of previously unknown problems with a product or the failure to comply with applicable FDA requirements can have negative consequences,
including adverse publicity, judicial or administrative enforcement, warning letters from the FDA, mandated corrective advertising or
communications with doctors, and civil or criminal penalties, among others. Newly discovered or developed safety or effectiveness data
may require changes to a product's approved labeling, including the addition of new warnings and contraindications, and also may
require the implementation of other risk management measures. Also, new government requirements, including those resulting from new legislation,
may be established, or the FDA's policies may change, which could delay or prevent regulatory approval of our product candidates
under development.

 Other Healthcare Laws

 In addition to FDA restrictions
on marketing of pharmaceutical products, several other types of state and federal laws have been applied to restrict certain general business
and marketing practices in the pharmaceutical industry. These laws include anti-kickback, false claims, transparency and health information
privacy laws and other healthcare laws and regulations.

 The federal Anti-Kickback
Statute prohibits, among other things, knowingly and willfully offering, paying, soliciting or receiving remuneration to induce, or in
return for, purchasing, leasing, ordering or arranging for the purchase, lease or order of any healthcare item or service reimbursable
under Medicare, Medicaid, or other federally financed healthcare programs. The Patient Protection and Affordable Care Act as amended by
the Health Care and Education Reconciliation Act (collectively, the "ACA") amended the intent element of the federal Anti-Kickback
Statute so that a person or entity no longer needs to have actual knowledge of the statute or specific intent to violate it in order to
commit a violation. This statute has been interpreted to apply to arrangements between pharmaceutical manufacturers on the one hand and
prescribers, purchasers and formulary managers, among others, on the other. Although there are a number of statutory exceptions and regulatory
safe harbors protecting certain common activities from prosecution or other regulatory sanctions, the exceptions and safe harbors are
drawn narrowly, and practices that involve remuneration intended to induce prescribing, purchases or recommendations may be subject to
scrutiny if they do not qualify for an exception or safe harbor. Additionally, the ACA amended the federal Anti-Kickback Statute such
that a violation of that statute can serve as a basis for liability under the federal civil False Claims Act. Federal civil and criminal
false claims laws, including the federal civil False Claims Act, prohibit any person or entity from knowingly presenting, or causing to
be presented, a false claim for payment to the federal government, or knowingly making, or causing to be made, a false statement to have
a false claim paid. This includes claims made to programs where the federal government reimburses, such as Medicare and Medicaid, as well
as programs where the federal government is a direct purchaser, such as when it purchases off the Federal Supply Schedule. Pharmaceutical
and medical device companies have been prosecuted under these laws for, among other things, allegedly providing free product to customers
with the expectation that the customers would bill federal programs for the product. In addition, certain marketing practices, including
off-label promotion, may also violate false claims laws. Most states also have statutes or regulations similar to the federal Anti-Kickback
Statute and civil False Claims Act, which apply to items and services reimbursed under Medicaid and other state programs, or, in several
states, apply regardless of the payor.

 Other federal statutes pertaining
to healthcare fraud and abuse include the Civil Monetary Penalties Law statute, which prohibits, among other things, the offer or payment
of remuneration to a Medicaid or Medicare beneficiary that the offeror or payor knows or should know is likely to influence the beneficiary
to order or receive a reimbursable item or service from a particular supplier, and the additional federal criminal statutes created by
HIPAA, which prohibit, among other things, knowingly and willfully executing or attempting to execute a scheme to defraud any healthcare
benefit program or obtain by means of false or fraudulent pretenses, representations or promises any money or property owned by or under
the control of any healthcare benefit program in connection with the delivery of or payment for healthcare benefits, items or services.

 Further, pursuant to the
ACA, CMS issued a final rule that requires certain manufacturers of prescription drugs to collect and annually report information on certain
payments or transfers of value to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors), certain
other health care professionals (such as physicians assistants and nurse practitioners) and teaching hospitals, as well as ownership and
investment interests held by physicians and their immediate family members. The reported data are made available in searchable form on
a public website on an annual basis. Failure to submit required information may result in civil monetary penalties.

 Analogous state and foreign
anti-kickback and false claims laws that may apply to sales or marketing arrangements and claims involving healthcare items or services
reimbursed by non- governmental third-party payors, including private insurers, or that apply regardless of payor. In addition, several
states now require prescription drug companies to report certain expenses relating to the marketing and promotion of drug products and
to report gifts and payments to individual healthcare practitioners in these states. Other states prohibit various marketing-related activities,
such as the provision of certain kinds of gifts or meals. Further, certain states require the posting of information relating to clinical
trials and their outcomes. In addition, certain states require medical device companies to implement compliance programs and/or marketing
codes.

 Privacy and Data Protection
Laws

 Data privacy and security
regulations by both the federal government and the states in which business is conducted may also be applicable. HIPAA, as amended by
the Health Information Technology for Economic and Clinical Health Act ("HITECH") and its implementing regulations, imposes
requirements relating to the privacy, security and transmission of individually identifiable health information. HIPAA requires covered
entities to limit the use and disclosure of protected health information to specifically authorized situations and requires covered entities
to implement security measures to protect health information that they maintain in electronic form. Among other things, HITECH made HIPAA's
security standards directly applicable to business associates, independent contractors or agents of covered entities that receive or obtain
protected health information in connection with providing a service on behalf of a covered entity. HITECH also created four new tiers
of civil monetary penalties, amended HIPAA to make civil and criminal penalties directly applicable to business associates, and gave state
attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and
seek attorneys' fees and costs associated with pursuing federal civil actions.

 In addition, state laws govern
the privacy and security of health information in specified circumstances, many of which differ from each other in significant ways and
may not have the same effect, thus complicating compliance efforts. Certain state laws may be more stringent or broader in scope, or offer
greater individual rights, with respect to personal information, and such laws may differ from each other, all of which may complicate
compliance efforts. For example, the CCPA, which increases privacy rights for California residents and imposes obligations on companies
that process their personal information, came into effect on January 1, 2020. Among other things, the CCPA requires covered companies
to provide new disclosures to California consumers about their data collection, use and sharing practices and provide such consumers new
data protection and privacy rights, including the ability to opt out of certain sales of personal information. The CCPA provides for civil
penalties for violations, as well as a private right of action for certain data breaches that result in the loss of personal information.
This private right of action may increase the likelihood of, and risks associated with, data breach litigation. On November 3, 2020, California
voters approved a new privacy law, the CPRA, which significantly modifies the CCPA, including by expanding consumers' rights with
respect to certain personal information and creating a new state agency to oversee implementation and enforcement efforts. Many of the
CPRA's provisions will become effective on January 1, 2023. State laws are changing rapidly and there is discussion in the U.S.
of a new comprehensive federal data privacy law.

 Healthcare Reform

 Healthcare reforms that have
been adopted, and that may be adopted in the future, have been focused on cost containment in the healthcare system and could result in
reductions in coverage and levels of reimbursement for healthcare products, increases in rebates payable under U.S. government rebate
programs and additional downward pressure on pharmaceutical product prices. On September 9, 2021, the Biden administration published a
wide-ranging list of policy proposals, most of which would need to be carried out by Congress, to reduce drug prices and drug payment.
The Department of Health and Human Services ("HHS") plan includes, among other reform measures, proposals to lower prescription
drug prices, including by allowing Medicare to negotiate prices and disincentivizing price increases, and to support market changes that
strengthen supply chains, promote biosimilars and generic drugs, and increase price transparency. These initiatives recently culminated
in the enactment of the Inflation Reduction Act ("IRA") in August 2022, which will, among other things, allow HHS to negotiate
the selling price of certain drugs and biologics that CMS reimburses under Medicare Part B and Part D, although only high-expenditure
single-source drugs that have been approved for at least 7 years (11 years for biologics) can be selected by CMS for negotiation, with
the negotiated price taking effect two years after the selection year. The negotiated prices, which will first become effective in 2026,
will be capped at a statutory ceiling price representing a significant discount from average prices to wholesalers and direct purchasers.
The law will also, beginning in October 2023, penalize drug manufacturers that increase prices of Medicare Part B and Part D drugs at
a rate greater than the rate of inflation. The IRA also extends enhanced subsidies for individuals purchasing health insurance coverage
in ACA marketplaces through plan year 2025. The IRA permits the Secretary of HHS to implement many of these provisions through guidance,
as opposed to regulation, for the initial years. Manufacturers that fail to comply with the IRA may be subject to various penalties, including
civil monetary penalties. These provisions will take effect progressively starting in 2023, although they may be subject to legal challenges.

 Employees-Human

 As
of December 31, 2023, we had no employees. We utilize certain Sanovas' personnel for our business and are allocated the proportion
of payroll costs applicable to such usage from Sanovas. In addition, we utilize the services of consultants such as our newly retained
interim Chief Financial Officer (see below).

 New
Management and Appointees

 In
the last year, RetinalGenix has made a concerted effort to bolster its ability to continue the development of its leading products and
propel capital raising efficiency. As previously announced, on December 1, 2023, Virender Ahluwalia was hired as consultant to serve
as our Interim Chief Financial Officer ("CFO"). As contemplated by the addition of a CFO, the Company anticipates enhanced
reporting and collaboration with other corporate advisors to prepare for eventual capital raising needs.

 Furthermore,
on December 4, 2023, Dessy Boneva MD was appointed to the Board of Directors. Dr. Boneva is a renowned surgeon and educator at the University
of South Florida (USF), fitting seamlessly into a position where she can help influence RetinalGenix's efforts to produce pharmaceuticals
and technologies suitable for use in ophthalmology and systemic disease.

 Also
in December 2023, the Therapeutics Advisory Committee was expanded to include Fred Chasalow Ph. D., Dr. Anatoly Dritschilo, MD, Dr. Larry
Perich, and Marguerite McDonald, MD.

 Fred
Chasalow Ph. D. heads up the clinical drug therapy program. His expertise includes establishing diagnostic methods, the discovery of novel
steroids, holding chief research positions, and identifying key scientific developments.

 Dr.
Anatoly Dritschilo brings the perspective of another medical educator and entrepreneur affiliated with Georgetown University. Dr. Dritschilo
is a renowned educator, inventor, translational scientist, and business executive. He has provided clinical services to thousands of
patients presenting with cancers. His 250+ scientific publications and 12 issued patents earned him election as a Fellow of the National
Academy of Inventors. With his aid, the Company will be in a greater position to execute its short-term goals of developing patented
Pharmacogenetic Mapping software and progressing the RTGN studies.

 Dr.
Larry Perich oversees the Company's DNA GPS program. He is recognized internationally as a leader in excimer laser surgery and
has performed over 75,000 cataract surgeries. His eye centers provide care for over 120,000 patients annually. On July 5, 2022, RetinalGenix
purchased his DNA GPS pharmacogenetic mapping technology company.

 Dr.
Marguerite McDonald is a world-renowned key opinion leader and coveted founder in the scientific field of Ophthalmology. She performed
the first laser refractive surgery in the United States, has given nearly 600 presentations worldwide, and published chapters in over
80 textbooks.

 Earlier
in the year RetinalGenix added two other members to their rapidly growing team. First, Owen Watson has joined Dr. Larry Perich's
team to aid in developing the portal and software associated with the DNA GPS program. His experience in the management of pharmacogenetics
and imaging in a HIPPA-compliant database will be directly applicable to the program's capabilities. Second, Stephen Tannenbaum
has joined RetinalGenix's Business Advisory Board. His investment banking and capital raising background provides experience in
supporting the CEO, Dr. Jerry Katzman, in his vision to grow the Company both organically and through M&A.

 Properties

 We
do not own or lease any real property or office space. We are allocated a portion of Sanovas' office and laboratory space in Petaluma
California based upon usage of such space for RetinalGenix projects.

 We
believe this arrangement is adequate for our current needs.

 Legal
Proceedings

 From
time to time, we may be subject to litigation and claims arising in the ordinary course of business. We are not currently a party to
any material legal proceedings and we are not aware of any pending or threatened legal proceeding against us that we believe could have
a material adverse effect on our business, operating results, cash flows or financial condition. Notwithstanding the foregoing, Sanovas,
Inc. ("Sanovas"), the majority stockholder of Sanovas Ophthalmology, LLC which is our majority stockholder, commenced an
action in the Court of Chancery of the State of Delaware against Halo Management LLC ("Halo") and Lawrence Gerrans seeking
an order declaring that any rights that Halo and/or Mr. Gerrans may have with respect to any equity securities in Sanovas and each of
its affiliated subsidiaries (including, but not limited to, our Company) are void or voidable and may be cancelled.

to the terms of an employment agreement dated January 1, 2012 (the "Effective Date") by and between Sanovas, the majority
stockholder of Sanovas Ophthalmology, LLC which is our majority stockholder, and Lawrence Gerrans, the then President and Chief Executive
Officer of Sanovas (the "Original Employment Agreement"), in consideration for Mr. Gerrans' services, Mr. Gerrans was
to receive, among other consideration, the following equity securities: (i) 441,177 shares of restricted common stock of each of the
wholly-owned subsidiaries of Sanovas, as of the Effective Date (the "Affiliate Subsidiaries"), representing 7.5% of the total
equity capital of each such subsidiary issued and outstanding as of the date of grant; and (ii) 5,000 shares of Series F Preferred Stock
of Sanovas and each of the Affiliate Subsidiaries. We were incorporated in Delaware on November 17, 2017, subsequent to the Effective
Date, and as such these shares were never issued by us because we were not an Affiliate Subsidiary of Sanovas. Thereafter, in May 2015,
Mr. Gerrans' Original Employment Agreement was amended and restated with an effective date of January 1, 2012 (the "Amended
and Restated Employment Agreement"), the same as the Effective Date of the Original Employment Agreement. Pursuant to the Amended
and Restated Employment Agreement, in consideration for Mr. Gerrans' services, Mr. Gerrans was to receive, among other consideration,
the following equity securities: (i) 7.5% of the total equity capital of each of Sanovas' Affiliate Subsidiaries as of the Effective
Date or thereafter formed (collectively, the "New Subsidiaries"); and (ii) 5,000 shares of Series F Preferred Stock of Sanovas,
each of the Affiliate Subsidiaries and each of the New Subsidiaries, including our Company. Subsequently, pursuant to a board resolution
dated December 1, 2017 approved by Lawrence Gerrans, our then Chief Executive Officer, President and sole director, in 2018 we issued
27,000,000 shares of our common stock to Sanovas Ophthalmology LLC, and issued 3,000,000 shares of our Series F Preferred Stock to Halo
Management LLC ("Halo"), an entity owned by Mr. Gerrans, for certain enumerated consideration that was purported to have
been provided. Thereafter, and in part based upon the evidence and testimony presented, and verdict and conviction rendered, in the Criminal
Action (discussed below), including, but not limited to, the fact that Mr. Gerrans misled and coerced the board of Sanovas regarding
the terms and need for approval of the Amended and Restated Employment Agreement, our board of directors, acting in concert with the
board of directors of Sanovas, carried out an investigation with respect to actions taken by Mr. Gerrans and have determined that Halo
did not provide us with valid consideration for the Series F Preferred Stock, and we dispute whether any of the shares of the Company
issued to Halo were validly issued.

 In
January 2020, a jury in the United States District Court for the Northern District of California found Mr. Gerrans guilty, in a criminal
proceeding (the "Criminal Action"), on 12 felony counts of wire fraud, money laundering, perjury, contempt of court, witness
tampering, and obstruction of justice in connection with his activities as an officer and director of Sanovas. Thereafter, in November
2020, Sanovas commenced an action in the Court of Chancery of the State of Delaware (the "Delaware Action") against Halo
and Mr. Gerrans seeking an order declaring that any rights that Halo and/or Mr. Gerrans may have with respect to any equity securities
in Sanovas and each of its affiliated subsidiaries (including, but not limited to, our Company) are void or voidable and may be cancelled.
The Delaware Action is currently still pending. We intend to take any and all actions required to assist Sanovas in obtaining a judgement
against Halo and Mr. Gerrans in the Delaware Action declaring any shares issued to them void or voidable.

 On
November 21, 2021, our Board of Directors resolved to rescind the 3,000,000 shares of Series F Preferred Stock purported issued to Halo
for lack of contract consideration. We recorded this action into our accounts in the fourth quarter of 2021.We are aware that the management/ownership
of Halo may dispute this decision however, we are prepared to defend our decision in this case. In addition, we reserve the right to
void the shares ab initio and adjust our filings accordingly if necessary.

 Corporate
Information

 We
were incorporated in Delaware on November 17, 2017. Our principal executive offices are located at 1450 North McDowell Boulevard, Suite
150, Petaluma, CA 94954 and our telephone number is (415) 578-9583. Our website address is www.retinalgenix.com. The information
contained on our website is not incorporated by reference into this prospectus, and you should not consider any information contained
on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase our securities.

 Available
Information

 Our
website address is www.retinalgenix.com. The contents of, or information accessible through, our website are not part of this Annual
Report on Form 10-K, and our website address is included in this document as an inactive textual reference only. We make our filings
with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments
to those reports, available free of charge on our website as soon as reasonably practicable after we file such reports with, or furnish
such reports to, the SEC. The public may read and copy the materials we file with the SEC at the SEC's Public Reference Room at
100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. Additionally, the SEC maintains an internet site that contains reports, proxy and information statements and other
information. The address of the SEC's website is www.sec.gov. The information contained in the SEC's website is not intended
to be a part of this filing.

 ITEM
1A. RISK FACTORS

 An
investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other
information in this Annual Report on Form 10-K before investing in our common stock. Our business and results of operations could be
seriously harmed by any of the following risks. The risks set out below are not the only risks we face. Additional risks and uncertainties
not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition
and/or operating results. If any of the following events occur, our business, financial condition and results of operations could be
materially adversely affected. In such case, the value and trading price of our common stock could decline, and you may lose all or part
of your investment.

 Risk
Related to our Financial Position and Need for Capital

 We
have generated no revenue from commercial sales to date and our future profitability is uncertain.

 We
were incorporated in November 2017, have a limited operating history, and our business is subject to all of the risks inherent in the
establishment of a new business enterprise. Our likelihood of success must be considered in light of the problems, expenses, difficulties,
complications and delays frequently encountered in connection with development and expansion of a new business enterprise. Since inception,
we 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 years
ended December 31, 2023 and December 31, 2022, were $2,090,889 and $3,913,990, respectively, and our accumulated deficit as of December
31, 2023 and December 31, 2022 was $11,109,195 and $9,018,306, respectively. There can be no assurance that the products under development
by us will be cleared for sale in the U.S. or elsewhere. Furthermore, there can be no assurance that if such products are cleared they
will be successfully commercialized, and the extent of our future losses and the timing of our profitability are highly uncertain. If
we are unable to achieve profitability, we may be unable to continue our operations.

 If
we fail to obtain the capital necessary to fund our operations, we will be unable to continue or complete our product development and
you will likely lose your entire investment.

 We
will need to continue to seek capital from time to time to continue development of our products and we cannot provide any assurances
that any revenues they may generate in the future will be sufficient to fund our ongoing operations. We believe that we will need to
raise substantial additional capital to fund our continuing operations and the development and commercialization of our products. We
anticipate that we will need an additional $12,200,000 to (i) complete product design and testing for the RetinalGeniX TM and
RetinalCam TM and submit RetinalGeniX TM for FDA clearance (we anticipate that the RetinalCam TM will not
require FDA clearance); (ii) complete the development and expansion of the software tools around the recently acquired DNA/GPS'
genetic mapping technology; Pearl IRB anti-VEGF blood draw study, and (iii) build the infrastructure for our sustained growth.

 Our
business or operations may change in a manner that would consume available funds more rapidly than anticipated and substantial additional
funding may be required to maintain operations, fund expansion, develop new or enhanced products, acquire complementary products, business
or technologies or otherwise respond to competitive pressures and opportunities, such as a change in the regulatory environment. In addition,
we may need to accelerate the growth of our sales capabilities and distribution beyond what is currently envisioned, and this would require
additional capital. However, we may not be able to secure funding when we need it or on favorable terms. We may not be able to raise
sufficient funds to commercialize the products we intend to develop.

 If
we cannot raise adequate funds to satisfy our capital requirements, we will have to delay, scale back or eliminate our research and development
activities or future operations. We may also be required to obtain funds through arrangements with collaborators, which arrangements
may require us to relinquish rights to certain technologies or products that we otherwise would not consider relinquishing, including
rights to certain major geographic markets. This could result in sharing revenues which we might otherwise retain for ourselves. Any
of these actions may harm our business, financial condition and results of operations.

 The
amount of capital we may need depends on many factors, including the progress, timing and scope of our product development programs;
the time and cost necessary to obtain regulatory clearance; our ability to enter into and maintain collaborative, licensing and other
commercial relationships; and our partners' commitment of time and resources to the development and commercialization of our products.

 Raising
additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our
products on unfavorable terms to us.

 We
may seek additional capital through a variety of means, including through private and public equity offerings and debt financings, collaborations,
strategic alliances and marketing, distribution or licensing arrangements. To the extent that we raise additional capital through the
sale of equity or convertible debt securities, the ownership interests of our stockholders will be diluted, and the terms of such financings
may include liquidation or other preferences, anti-dilution rights, conversion and exercise price adjustments and other provisions that
adversely affect the rights of our stockholders, including rights, preferences and privileges that are senior to those of our holders
of common stock in the event of a liquidation. In addition, debt financing, if available, could include covenants limiting or restricting
our ability to take certain actions, such as incurring additional debt, making capital expenditures, or declaring dividends and may require
us to grant security interests in our assets. If we raise additional funds through collaborations, strategic alliances, or marketing,
distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue
streams, or products or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity
or debt financings when needed, we may need to curtail or cease our operations.

 There
is substantial doubt about our ability to continue as a going concern.

 As
of December 31, 2023, we had no cash. In addition, as of December 31, 2023, we had liabilities of $1,405,813. As of the date of this
report, we do not have adequate resources to fund our operations for the next twelve months without advances from affiliates or any
future capital raising transactions. We will need to raise additional funding to complete the development of its products and
commence the market launch, assuming regulatory approval is obtained. We do not know whether additional financing will be available
when needed, whether it will be available on favorable terms, or if it will be available at all. These factors raise substantial
doubt about our ability to 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 concern. There is no guarantee that we will be able to secure additional financing. Changes in our
operating plans, our existing and anticipated working capital needs, costs related to legal proceedings we might become subject to
in the future, the acceleration or modification of our development activities, any near-term or future expansion plans, increased
expenses, potential acquisitions or other events may further affect our ability to continue as a going concern. Similarly, the
report of our independent registered public accounting firm on our financial statements as of and for the year ended December 31,
2023 includes an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern.
If we cannot continue as a viable entity, our stockholders may lose some or all of their investment in us.

 We have incurred losses every
year and expect to continue to incur increased expenses.

 Our net losses for the year
ended December 31, 2023 and December 31, 2021, were $2, 090,889 and $3,913,990, respectively, and our accumulated deficit as of December
31, 2023 and December 31, 2022 was $11,109,195 and $9,018,306, respectively. We anticipate that we will need an additional $12, 200,000
to to (i) complete product design and testing for the RetinalGeniX TM and RetinalCam TM and submit RetinalGeniX TM
 for FDA clearance (we anticipate that the RetinalCam TM will not require FDA clearance); (ii) complete the development
and expansion of the software tools around the recently acquired DNA/GPS' genetic mapping technology; Pearl IRB anti-VEGF blood
draw study, and (iii) build the infrastructure for our sustained growth We intend to obtain such funds through the sales of our equity
and debt securities and/or through potential strategic partnerships; however, no assurance can be provided that funds will be available
to us on acceptable terms, if at all.

to maintain effective internal control over our financial reporting in accordance with Section 404 of Sarbanes-Oxley could cause our
financial reports to be inaccurate.

 We
are required pursuant to Section 404 of the Sarbanes-Oxley Act, or Section 404, to maintain internal control over financial reporting
and to assess and report on the effectiveness of those controls. This assessment includes disclosure of any material weaknesses identified
by our management in our internal control over financial reporting. Although we prepare our financial statements in accordance with accounting
principles generally accepted in the United States, our internal accounting controls may not meet all standards applicable to companies
with publicly traded securities. If we fail to implement any required improvements to our disclosure controls and procedures, we may
be obligated to report control deficiencies, in which case we could become subject to regulatory sanction or investigation. Further,
such an outcome could damage investor confidence in the accuracy and reliability of our financial statements.

 Our
management has concluded that our internal controls over financial reporting were, and continue to be, ineffective, and as of December
31, 2023 as a result of a material weakness in our internal controls due to the lack of segregation of duties. While management is working
to remediate the material weakness, there is no assurance that such changes, when economically feasible and sustainable, will remediate
the identified material weaknesses or that the controls will prevent or detect future material weaknesses. If we are not able to maintain
effective internal control over financial reporting, our financial statements, including related disclosures, may be inaccurate, which
could have a material adverse effect on our business.

 Risks
Relating to Our Business

 Our
revenues from sales of our products will be dependent upon pricing and reimbursement guidelines, and if pricing and reimbursement levels
are inadequate to achieve profitability, our operations will suffer.

 Our
financial success will be dependent on our ability to price our products in a manner acceptable to government and private payors while
still maintaining our profit margins. Numerous factors that may be beyond our control may ultimately impact the pricing of our products
and determine whether we are able to obtain reimbursement or reimbursement at adequate levels from governmental programs and private
insurance. If we are unable to obtain reimbursement or our products are not adequately reimbursed, we will experience reduced sales,
our revenues likely will be adversely affected, and we may not become profitable. Obtaining reimbursement approvals is time-consuming,
requires substantial management attention and is expensive. Our business will be materially adversely affected if we do not receive approval
for reimbursement of our products under government programs and from private insurers on a timely or satisfactory basis. If reimbursement
for our products is unavailable, limited in scope or amount, or if pricing is set at unsatisfactory levels, our business may be materially
harmed.

 If
our suppliers cannot provide the components we require, our ability to develop and manufacture our products could be harmed.

 We
rely on third-party suppliers to provide us with components that will be used in the products we are developing. For example, we rely
on third-party suppliers to provide us with sensors which will be used in both RetinalGeniX TM and RetinalCam TM.
Relying on third-party suppliers makes us vulnerable to component part failures or obsolescence and interruptions in supply including,
but not limited to, as a result of COVID-19, either of which could impair our ability to develop our products in a timely manner. Vendor
lead times to supply us with ordered components vary significantly and as a result of COVID-19 can exceed three months or more. We cannot
be sure that our suppliers will furnish us required components when we need them or be able to provide us with sufficient components
to support the development and manufacture of our products.

 Some
of our suppliers may be the only source for a particular component, which makes us vulnerable to significant cost increases or shortage
of supply. We have foreign suppliers for some of our parts in which we are subject to currency exchange rate volatility. Some of our
vendors are small in size and may have difficulty supplying the quantity and quality of materials required for our products as our business
potentially grows. Vendors that are the sole source of certain products may decide to limit or eliminate sales of certain components
due to product liability or other concerns and we might not be able to find a suitable replacement for those products. Our inventory
may run out before we find alternative suppliers and we might be forced to purchase excess inventory, if available, to last until we
are able to qualify an alternate supplier. Any of these events could adversely impact our results of operations.

 Our
commercial and financial success depends on our products being accepted in the market, and if not achieved will result in our not being
able to generate revenues to support our operations.

 Even
if we are able to obtain favorable reimbursement within the markets that we serve, commercial success of our products will depend, among
other things, on their acceptance by retinal specialists, ophthalmologists, general practitioners, low vision therapists and mobility
experts, hospital purchasing and controlling departments, patients, and other members of the medical community. The degree of market
acceptance of any of our potential products will depend on factors that include:

 cost
 of treatment;

 pricing
 and availability of alternative products;

 the
 extent of available third-party coverage or reimbursement;

 perceived
 efficacy of our products relative to other products and medical solutions; and

 prevalence
 and severity of adverse side effects associated with treatment.

 We
may face substantial competition in the future and may not be able to keep pace with the rapid technological changes which may result
from others discovering, developing or commercializing products before or more successfully than we do.

 In
general, the development and commercialization of new medical devices and drug products is highly competitive and is characterized
by extensive research and development and rapid technological change. Our customers consider many factors including product
reliability, product availability, inventory consignment, price and product services provided by the manufacturer. In addition, we
compete with many larger organizations with market recognition. Market share can shift as a result of technological innovation and
other business factors. Major shifts in industry market share have occurred in connection with product related problems, physician
advisories and safety alerts and quality problems with processes, goods and services, any of which could harm our reputation and
have a material adverse effect on our operations. In addition, our competitors may develop products or other novel technologies that
are more effective, safer or less costly than our products. If we fail to develop new products or enhance our existing products, our
business, financial condition and results of operations may be adversely affected.

 Product
liability lawsuits against us could cause us to incur substantial liabilities and to limit commercialization of any products that we
may develop.

 We
face an inherent risk of product liability exposure related to our products. Product liability claims may be brought against us by patients,
healthcare providers or others using, administering or selling our products. If we cannot successfully defend ourselves against claims
that our products caused injuries, we could incur substantial liabilities. Regardless of merit or eventual outcome, liability claims
may result in:

 decreased
 demand for our products;

 injury
 to our reputation and significant negative media attention;

 significant
 costs to defend the related litigation;

 substantial
 monetary awards;

 loss
 of revenue;

 diversion
 of management and scientific resources from our business operations; and

 the
 inability to commercialize any products that we may develop.

 Prior
to commercializing our products, we intend to obtain product liability insurance coverage at a level that we believe is customary for
similarly situated companies and adequate to provide us with insurance coverage for foreseeable risks; however, we may be unable to obtain
such coverage at a reasonable cost, if at all. If we are able to obtain product liability insurance, we may not be able to maintain insurance
coverage at a reasonable cost or in an amount adequate to satisfy any liability that may arise and such insurance may not be adequate
to cover all liabilities that we may incur. A successful product liability claim or series of claims brought against us, particularly
if judgments exceed our insurance coverage, could decrease our cash and adversely affect our business.

 If
the quality or delivery of our products does not meet our customers' expectations, our reputation could suffer and ultimately our
sales and operating earnings could be negatively impacted.

 In
the course of conducting our business, we will need to adequately address quality issues associated with our products, including in our
engineering, design, manufacturing and delivery processes, as well as issues in third-party components included in our products. Because
our products are highly complex, the occurrence of performance issues may increase as we continue to introduce new products and as we
rapidly scale up manufacturing to meet increased demand for our products. There can be no assurance that we will be able to eliminate
or mitigate occurrences of these issues and associated liabilities. In addition, identifying the root cause of performance or quality
issues, particularly those affecting third-party components, may be difficult, which increases the time needed to address quality issues
as they arise and increases the risk that similar problems could recur. Finding solutions to quality issues can be expensive, and we
may incur significant costs or lost revenue in connection with, for example, shipment holds, product recalls and warranty or other service
obligations. In addition, quality issues can impair our relationships with new or existing customers and our reputation as a producer
of high-quality products could suffer, which could adversely affect our business, financial condition or results of operations.

to comply with data privacy and security laws could have a material adverse effect on our business.

 We
are subject to state, federal and foreign laws relating to data privacy and security in the conduct of our business, including state
breach notification laws, the Health Insurance Portability and Accountability Act, as amended by the Health Information Technology for
Economic and Clinical Health Act of 2009 and the California Consumer Privacy Act. These laws affect how we collect and use data of our
employees, consultants, customers and other parties. Furthermore, these laws impose substantial requirements that require the expenditure
of significant funds and employee time to comply, and additional states are enacting new data privacy and security laws, which will require
future expansion of our compliance efforts. We also rely on third parties to host or otherwise process some of this data. Any failure
by a third party to prevent security breaches could have adverse consequences for us. We will need to expend additional resources and
make significant investments to comply with data privacy and security laws. Our failure to comply with these laws or prevent security
breaches of such data could result in significant liability under applicable laws, cause disruption to our business, harm our reputation
and have a material adverse effect on our business.

 We
may not be successful in hiring and retaining key employees, including executive officers.

 Our
future operations and successes depend in large part upon the strength of our management team. We rely heavily on the continued service
of Jerry Katzman, our President and Chief Executive Officer. Accordingly, if Dr. Katzman terminates his employment with us, such a departure
may have a material adverse effect on our business. Our future success also depends on our ability to identify, attract, hire or engage,
retain and motivate other well-qualified financial, managerial, technical and regulatory personnel. There can be no assurance that these
professionals will be available in the market, or that we will be able to retain existing professionals or to meet or to continue to
meet their compensation requirements. Furthermore, the cost base in relation to such compensation, which may include equity compensation,
may increase significantly, which could have a material adverse effect on us. Failure to establish and maintain an effective management
team and work force could adversely affect our ability to operate, grow and manage our business.

 Our
management overlaps substantially with the management and beneficial owners of our principal stockholder, which may give rise to potential
conflicts of interest.

 Our
Chief Executive Officer also serves as the Chief Executive Officer of our principal stockholder, Sanovas, Inc. ("Sanovas").
Accordingly, there may be inherent, albeit non-specific, potential conflicts involved in the participation by members of each company's
management.

 We
may acquire other businesses, form joint ventures or make investments in other companies or technologies that could negatively affect
our operating results, dilute our stockholders' ownership, increase our debt or cause us to incur significant expense.

 We
may pursue acquisitions of businesses and assets. We also may pursue strategic alliances and joint ventures that leverage our proprietary
technology and industry experience to expand our offerings or distribution. We have no experience with acquiring other companies other
than our acquisition of DNA/ GPS Inc. and limited experience with forming strategic partnerships. We may not be able to find suitable
partners or acquisition candidates, and we may not be able to complete such transactions on favorable terms, if at all. If we make any
acquisitions, we may not be able to integrate these acquisitions successfully into our existing business, and we could assume unknown
or contingent liabilities. Any future acquisitions also could result in the incurrence of debt, contingent liabilities or future write-offs
of intangible assets or goodwill, any of which could have a negative impact on our cash flows, financial condition and results of operations.
Integration of an acquired company also may disrupt ongoing operations and require management resources that we would otherwise focus
on developing our existing business. We may experience losses related to investments in other companies, which could harm our financial
condition and results of operations. We may not realize the anticipated benefits of any acquisition, strategic alliance or joint venture.

 To
finance any acquisitions or joint ventures, we may choose to issue shares of common stock as consideration, which could dilute the ownership
of our stockholders. Additional funds may not be available on terms that are favorable to us, or at all. If the price of our common stock
is low or volatile, we may not be able to acquire other companies or fund a joint venture project using our stock as consideration.

 If
we fail to accurately forecast demand for our products, we could incur additional costs or experience lost sales.

 It
will be very important that we accurately predict the demand for our products. If we overestimate the demand for our products, we may
have excess inventory, which would increase our costs. If we underestimate demand for our products, we may have inadequate inventory,
which could delay delivery of our products to our customers and result in the loss of customer sales. Any of these occurrences would
negatively impact our business and operating results.

 We
are increasingly dependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity
and data leakage risks.

 Significant
disruptions to our information technology systems or breaches of information security could adversely affect our business. In the ordinary
course of business, we collect, store and transmit large amounts of confidential information, and it is critical that we do so in a secure
manner to maintain the confidentiality and integrity of such confidential information. The size and complexity of our information technology
systems, and those of our third-party vendors with whom we contract, make such systems potentially vulnerable to service interruptions
and security breaches from inadvertent or intentional actions by our employees, partners or vendors, from attacks by malicious third
parties, or from intentional or accidental physical damage to our systems infrastructure maintained by us or by third parties. Maintaining
the secrecy of this confidential, proprietary, or trade secret information is important to our competitive business position. While we
have taken steps to protect such information and invested in information technology, there can be no assurance that our efforts will
prevent service interruptions or security breaches in our systems or the unauthorized or inadvertent wrongful use or disclosure of confidential
information that could adversely affect our business operations or result in the loss, dissemination, or misuse of critical or sensitive
information. A breach of our security measures or the accidental loss, inadvertent disclosure, unapproved dissemination, misappropriation
or misuse of trade secrets, proprietary information, or other confidential information, whether as a result of theft, hacking, fraud,
trickery or other forms of deception, or for any other reason, could enable others to produce competing products, use our proprietary
technology or information, or adversely affect our business or financial condition. Further, any such interruption, security breach,
loss or disclosure of confidential information, could result in financial, legal, business, and reputational harm to us and could have
a material adverse effect on our business, financial position, results of operations or cash flow.

 Any
failure to maintain the security of information relating to our patients, customers, employees and suppliers, whether as a result of
cybersecurity attacks or otherwise, could expose us to litigation, government enforcement actions and costly response measures, and could
disrupt our operations and harm our reputation.

 In
connection with the pre-clinical and clinical development, sales and marketing of our products and services, we may from time to time
transmit confidential information. We also have access to, collect or maintain private or confidential information regarding our clinical
trials and the patients enrolled therein, employees, and suppliers, as well as our business. Cyberattacks are rapidly evolving and becoming
increasingly sophisticated. It is possible that computer hackers and others might compromise our security measures, or security measures
of those parties that we do business with now or in the future, and obtain the personal information of patients in our clinical trials,
vendors, employees and suppliers or our business information. A security breach of any kind, including physical or electronic break-ins,
computer viruses and attacks by hackers, employees or others, could expose us to risks of data loss, litigation, government enforcement
actions, regulatory penalties and costly response measures, and could seriously disrupt our operations. Any resulting negative publicity
could significantly harm our reputation, which could cause us to lose market share and have an adverse effect on our results of operations.

 If
our facilities were to experience catastrophic loss, our operations would be seriously harmed.

 We
utilize a portion of Sanovas' facilities for our operations. Our facilities could be subject to catastrophic loss such as fire,
flood, unpredictable power outages or earthquakes. All of our research and development activities, our corporate headquarters and other
critical business operations are located in California. California can experience catastrophic wildfires, as well as intermittent power
outages. Any such loss at any of our facilities caused by fires, flooding, power outages or earthquakes could disrupt our operations
and may have a material adverse effect on our business.

 Declining
general economic or business conditions may have a negative impact on our business.

 Continuing
concerns over U.S. health care reform legislation and energy costs, geopolitical issues, the availability and cost of credit and government
stimulus programs in the United States and other countries have contributed to increased volatility and diminished expectations for the
global economy. These factors, combined with low business and consumer confidence, could precipitate an economic slowdown and recession.
Additionally, political changes in the U.S. and elsewhere in the world have created a level of uncertainty in the markets. If the economic
climate does not improve or deteriorate, our business, as well as the financial condition of our suppliers and our third-party payors,
could be adversely affected, resulting in a negative impact on our business, financial condition and results of operations.

 Inflation
rates, particularly in the United States, have increased recently to levels not seen in years, and increased inflation may result in
increases in our operating costs (including our labor costs), reduced liquidity and limits on our ability to access credit or otherwise
raise capital. In an inflationary environment, such cost increases may outpace our expectations, causing us to use cash faster than forecasted.
In addition, the Federal Reserve has raised, and may again raise, interest rates in response to concerns about inflation, which coupled
with reduced government spending and volatility in financial markets may have the effect of further increasing economic uncertainty and
heightening these risks.

 Actual
events involving reduced or limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions
or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events
of these kinds, have in the past and may in the future lead to market-wide liquidity problems.

 In
addition, the global macroeconomic environment could be negatively affected by, among other things, COVID-19 or other pandemics or epidemics,
instability in global economic markets, increased U.S. trade tariffs and trade disputes with other countries, instability in the global
credit markets, supply chain weaknesses, instability in the geopolitical environment as a result of the withdrawal of the United Kingdom
from the European Union, the Russian invasion of Ukraine, the war in the Middle East and other political tensions, and foreign governmental
debt concerns. Such challenges have caused, and may continue to cause, uncertainty and instability in local economies and in global financial
markets.

 We
are actively monitoring the effects these disruptions and increasing inflation could have on our operations. These conditions make it
extremely difficult for us to accurately forecast and plan future business activities.

 We
will be dependent upon third parties for the distribution of our products, and if such third parties are unable to establish and maintain
effective sales, marketing and distribution capabilities, we will be unable to successfully commercialize our products.

 We
intend to use third parties to market and sell our products. We cannot guarantee that we will be able to enter into and maintain any
distribution agreements with third parties on acceptable terms, if at all. If we enter into distribution agreements with third parties,
and such third parties are unable to establish and maintain effective sales, marketing and distribution capabilities, we will be unable
to successfully commercialize our products.

 Our
board of directors rescinded the 3,000,000 shares of Series F Preferred Stock issued to Halo Management LLC ("Halo") and
Halo may dispute such decision.

 Halo
was previously issued 3,000,000 shares of our Series F Preferred Stock. See "Description of Business - Legal Proceedings."
On November 21, 2021, our board of directors rescinded the 3,000,000 shares of Series F Preferred Stock issued to Halo for lack of contract
consideration. Halo may dispute this decision; however, we believe Halo has no basis to dispute such decision, and we are prepared to
vigorously defend our decision. Notwithstanding the foregoing, litigation can be expensive and time consuming and an adverse result in
any litigation proceeding may have a material adverse effect on our business. The cost to us of any litigation or other proceeding, regardless
of its merit, even if resolved in our favor, could be substantial and may result in a diversion of our management's attention.

 Risks
Relating to Intellectual Property

 Our
intellectual property may not be sufficient to protect our products from competition, which may negatively affect our business.

 We
may be subject to competition despite the existence of intellectual property we license or may, in the future, own. We can give no assurances
that our intellectual property claims will be sufficient to prevent third parties from designing around patents we license, or may in
the future own or developing and commercializing competitive products. The existence of competitive products that avoid our intellectual
property rights could materially adversely affect our operating results and financial condition. Furthermore, limitations, or perceived
limitations, in our intellectual property rights may limit the interest of third parties to partner, collaborate or otherwise transact
with us, if third parties perceive a higher than acceptable risk to commercialization of our products.

 We
may elect to sue a third party, or otherwise make a claim, alleging infringement or other violation of patents, trademarks, trade dress,
copyrights, trade secrets, domain names or other intellectual property rights that we license from a third party or may, in the future
own. If we do not prevail in enforcing our intellectual property rights in this type of litigation, we may be subject to:

 paying
 monetary damages related to the legal expenses of the third party;

 facing
 additional competition that may have a significant adverse effect on our product pricing, market share, business operations, financial
 condition and the commercial viability of our product; and

 restructuring
 our company or delaying or terminating select business opportunities, including, but not limited to, research and development and
 commercialization activities, due to a potential deterioration of our financial condition or market competitiveness.

 A
third party may also challenge the validity, enforceability or scope of the intellectual property rights that we license or may, in the
future, own, and the result of these challenges may narrow the scope or claims of or invalidate patents that are integral to our products
in the future. There can be no assurance that we will be able to successfully defend our intellectual property rights in an action against
third parties due to the unpredictability of litigation and the high costs associated with intellectual property litigation, among other
factors.

 Intellectual
property rights and enforcement may be less extensive in jurisdictions outside of the U.S. Thus, we may not be able to protect our intellectual
property rights and third parties may be able to market competitive products that may use some or all of our intellectual property rights.

 Changes
to patent law, including the Leahy-Smith America Invests Act, AIA or Leahy-Smith Act, of 2011 and the Patent Reform Act of 2009 and other
future article of legislation, may substantially change the regulations and procedures surrounding patent applications, issuance of patents,
and prosecution of patents. We can give no assurances that the patents of our licensor can be defended or will protect us against future
intellectual property challenges, particularly as they pertain to changes in patent law and future patent law interpretations.

 In
addition, enforcing and maintaining our intellectual property protection depends on compliance with various procedural, document submission,
fee payment and other requirements imposed by the United States Patent and Trademark Office ("USPTO"), courts and foreign
government patent agencies, and patent protection could be reduced or eliminated for non-compliance with these requirements which may
have a material adverse effect on our business.

 We
may become involved in future lawsuits to protect or enforce our patents or the patents of our licensors, which could be expensive, time
consuming and unsuccessful.

 Competitors
may infringe our future patents or the patents of our licensors. To counter infringement or unauthorized use, we may file infringement
claims, which can be expensive and time consuming. In addition, in an infringement proceeding, a court may decide that a patent of ours
or of our licensors is not valid or is unenforceable or may refuse to stop the other party from using the technology at issue on the
grounds that our patents do not cover the technology in question. An adverse result in any litigation or defense proceedings could put
one or more of our or our licensors' patents at risk of being invalidated or interpreted narrowly and could put our or our licensors'
potential patent applications at risk of not issuing.

 The
USPTO may initiate interference proceedings to determine the priority of inventions described in or otherwise affecting our future patents
and patent applications or those of our licensors. An unfavorable outcome could require us to cease using the technology or to attempt
to license rights to it from the prevailing party. Our business could be harmed if a prevailing party does not offer us a license on
terms that are acceptable to us. Litigation or interference proceedings may fail and, even if successful, may result in substantial costs
and distraction of our management and other employees. We may not be able to prevent, alone or with our licensors, misappropriation of
our proprietary rights, particularly in countries where the laws may not protect those rights as fully as in the U.S.

 Furthermore,
if we are the target of claims by third parties asserting that our products or intellectual property infringe upon the rights of others,
we may be forced to incur substantial expenses or divert substantial employee resources from our business and, if successful, those claims
could result in our having to pay substantial damages or prevent us from developing one or more of our products. Further, if a patent
infringement suit were brought against us or our licensors, we or they could be forced to stop or delay research, development, manufacturing
or sales of the product that is the subject of the lawsuit.

 If
we experience patent infringement claims, or if we elect to avoid potential claims others may assert, we or our licensors may choose
to seek, or be required to seek, a license from the third-party and would most likely be required to pay license fees or royalties or
both. These licenses may not be available on acceptable terms, or at all. Even if we or our licensors were able to obtain a license,
the rights may be non-exclusive, which would give our competitors access to the same intellectual property. Ultimately, we may be prevented
from commercializing a product, or be forced to cease some aspect of our business operations if, as a result of actual or threatened
patent infringement claims, we or our licensors are unable to enter into licenses on acceptable terms. This could harm our business significantly.
The cost to us of any litigation or other proceeding, regardless of its merit, even if resolved in our favor, could be substantial and
may result in a diversion of our management's attention. Some of our competitors may be able to bear the costs of such litigation
or proceedings more effectively than we can because they may have greater financial resources than us. Uncertainties resulting from the
initiation and continuation of patent litigation or other proceedings could have a material adverse effect on our business.

 We
may not be able to enforce our intellectual property rights throughout the world.

 The
laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of the United States. Many
companies have encountered significant problems in protecting and defending intellectual property rights in certain foreign jurisdictions.
This could make it difficult for us to stop the infringement of our future patents or those that we license from our licensors, or the
misappropriation of our other intellectual property rights. For example, many foreign countries have compulsory licensing laws under
which a patent owner must grant licenses to third parties. In addition, many countries limit the enforceability of patents against certain
third parties, including government agencies or government contractors. In these countries, patents may provide limited or no benefit.
Patent protection must ultimately be sought on a country-by-country basis, which is an expensive and time-consuming process with uncertain
outcomes. Accordingly, we may choose not to seek patent protection in certain countries, and we will not have the benefit of patent protection
in such countries.

 Proceedings
to enforce our patent rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other
aspects of our business. Accordingly, our efforts to protect our intellectual property rights in such countries may be inadequate. In
addition, changes in the law and legal decisions by courts in the United States and foreign countries may affect our ability to obtain
adequate protection for our products and the enforcement of intellectual property.

 Third
parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade
secrets.

 We
may employ individuals who were previously employed at universities or other medical device companies, including our competitors or potential
competitors. Although we intend to ensure that our employees and consultants do not use the proprietary information or know-how of others
in their work for us, we may be subject to claims that we or our employees, consultants or independent contractors have inadvertently
or otherwise used or disclosed intellectual property, including trade secrets or other proprietary information, of a former employer
or other third parties. Litigation may be necessary to defend against these claims. If we fail in defending any such claims, in addition
to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against
such claims, litigation could result in substantial costs and result in a diversion of management's attention.

 We
may be unable to adequately prevent disclosure of trade secrets and other proprietary information.

 We
rely on trade secrets to protect our proprietary know-how and technological advances, especially where we do not believe patent protection
is appropriate or obtainable. However, trade secrets are difficult to protect. We rely in part on confidentiality agreements with our
employees, consultants, outside scientific collaborators and other advisors to protect our trade secrets and other proprietary information.
However, any party with whom we have executed such an agreement may breach that agreement and disclose our proprietary information, including
our trade secrets. Accordingly, these agreements may not effectively prevent disclosure of confidential information and may not provide
an adequate remedy in the event of unauthorized disclosure of confidential information. Costly and time-consuming litigation could be
necessary to enforce and determine the scope of our proprietary rights. Failure to obtain or maintain trade secret protection could enable
competitors to use our proprietary information to develop products that compete with our products or cause additional, material adverse
effects upon our competitive business position and financial results.

 Risks
Relating to Government Regulations

 Our
failure to obtain and maintain FDA clearances or approvals on a timely basis, or at all, would prevent us from commercializing our products
in the U.S., which could severely harm our business.

 Unless
an exemption applies, each medical device that we market in the U.S. must first undergo premarket review pursuant to the FDA by receiving
clearance of a 510(k) premarket notification, receiving clearance through the de novo review process, or obtaining approval of
a PMA application. Even if regulatory clearance or approval of a product is granted, the FDA may clear or approve our products only for
limited indications for use. Additionally, the FDA may not grant 510(k) clearance on a timely basis, if at all, for new products or uses
that we propose. The traditional FDA 510(k) clearance process for our products may take between four to nine months. However, in some
cases, the FDA is requiring applicants to provide additional or different information and data for 510(k) clearance than it had previously
required, and that the FDA may not rely on approaches that it had previously accepted to support 510(k) clearance. As a result, FDA 510(k)
clearance may be delayed for our products in some cases.

 To
support our product applications to the FDA, we may be required to conduct clinical testing of our products. Such clinical testing must
be conducted in compliance with FDA requirements pertaining to human research. Among other requirements, we must obtain informed consent
from study subjects and approval by institutional review boards before such studies may begin. We must also comply with other FDA requirements
such as monitoring, record-keeping, reporting and the submission of information regarding certain clinical trials to a public database
maintained by the National Institutes of Health. In addition, if the study involves a significant risk device, we are required to obtain
the FDA's approval of the study under an Investigational Device Exemption. Compliance with these requirements can require significant
time and resources. If the FDA determines that we have not complied with such requirements, the FDA may refuse to consider the data to
support our applications or may initiate enforcement actions. Even if we obtain 510(k) clearance, if safety or effectiveness problems
are identified with our products, we may need to initiate a recall of such devices. Furthermore, our products may be denied 510(k) clearance
and be required to undergo the more burdensome PMA or de novo review processes. The process of obtaining a de novo classification
or PMA approval is much more costly, lengthy and uncertain than the process for obtaining 510(k) clearance. De novo classification
generally takes six months to one year from the time of submission of the de novo request, although it can take longer. Approval
of a PMA generally takes one year from the time of submission of the PMA, but may be longer.

 Some
of our products or product features may also be exempted from the 510(k) process and/or other regulatory requirements in accordance with
specific FDA regulations, guidance or policies. If the FDA changes its policy or concludes that our marketing of these products is not
in accordance with its current policy, we may be required to seek clearance or approval of these devices through the 510(k), de novo
 or PMA processes.

 Our
promotional practices will be subject to extensive government scrutiny. We may be subject to governmental, regulatory and other legal
proceedings relative to advertising, promotion, and marketing that could have a significant negative effect on our business.

 We
will be subject to governmental oversight and associated civil and criminal enforcement relating to medical device advertising, promotion,
and marketing, and such enforcement is evolving and intensifying. In the United States, we are subject to potential enforcement from
the FDA, the U.S. Federal Trade Commission, the Department of Justice, the Centers for Medicare & Medicaid Services, other divisions
of the Department of Health and Human Services and state and local governments. Other parties, including private plaintiffs, also are
commonly bringing suit against medical device companies, alleging off-label marketing and other violations. We may be subject to liability
based on the actions of individual employees and contractors carrying out activities on our behalf, including sales representatives who
may interact with healthcare professionals.

 Our
product candidates RTG-2023 and RTG-2024 require significant clinical testing before seeking regulatory approval. If they do not receive
regulatory approval or if it is not successfully commercialized, our business will be harmed.

 To
date we have not conducted any clinical trials, nor have we had any product candidate approved for commercial sale. It is possible that
we may never be able to develop a marketable product candidate.

 We
expect that a substantial portion of our efforts and expenditures over the next few years will be devoted to RTG-2023 and RTG-2024. Accordingly,
our business currently depends heavily on the successful development, regulatory approval and commercialization of our medical devices
and RTG-2023 and RTG-2024, which may not receive regulatory approval or be successfully commercialized even if regulatory approval is
received. The research, testing, manufacturing, labeling, approval, sale, marketing and distribution of product candidates are and will
remain subject to extensive regulation by the FDA and other regulatory authorities in the United States and other countries that each
have differing regulations. We are not permitted to market any product in the United States unless and until we receive approval o, from
the FDA, or in any foreign countries unless and until we receive the requisite approval from regulatory authorities in such countries.
We have never submitted a request for marketing approval to the FDA or comparable applications to other regulatory authorities and do
not expect to be in a position to do so for the foreseeable future. Obtaining FDA approval is an extensive, lengthy, expensive and inherently
uncertain process, and the FDA may delay, limit or deny approval of a product for many reasons.

 Our
success depends largely upon our ability to advance our clinical product candidates, which are in early stages of development, through
the various stages of drug development. If we are unable to successfully advance or develop our product candidates, our business will
be materially harmed.

 Our
clinical product candidates, RTG-2023 and RTG-2024 are in early stages of clinical development, and their commercial viability remains
subject to the successful outcome of future clinical trials, manufacturing processes, regulatory approvals and the risks generally inherent
in the development of pharmaceutical product candidates. Failure to advance the development of RTG-2023 and RTG-2024 may have a material
adverse effect on our business. The long-term success of our business ultimately depends upon our ability to advance the development
of RTG-2023 and RTG-2024 through clinical trials, appropriately formulate and consistently manufacture it in accordance with strict specifications
and regulations, obtain approval for sale by the FDA or similar regulatory authorities in other countries, and ultimately successfully
commercialize it directly or with a strategic partner or licensee. We cannot assure investors that the results of our ongoing or future
research, preclinical studies or clinical trials will support or justify the continued development of RTG-2023 and RTG-2024 or that we
will ultimately receive approval from the FDA, or similar regulatory authorities in other countries, to advance the development of RTG-2023
and RTG-2024.

 RTG-2023
and RTG-2024 must satisfy rigorous regulatory standards of safety, efficacy and manufacturing before we can advance or complete its development
and before it can be approved for sale by the FDA or similar regulatory authorities in other countries. To satisfy these standards, we
must engage in expensive and lengthy studies and clinical trials, develop acceptable and cost-effective manufacturing processes, and
obtain regulatory approval of RTG-2023 and RTG-2024. Despite these efforts, RTG-2023 and RTG-2024 may not:

 demonstrate
 clinically meaningful therapeutic or other medical benefits as compared to a patient receiving
 no treatment or over existing drugs or other product candidates in development to treat the
 same patient population;

 have
 the desired therapeutic or medical effects;

 be
 tolerable or free from undesirable or unexpected side effects;

 meet
 applicable regulatory standards;

 successfully
 commercialized by us or our licensees or collaborators.

 Even
if we demonstrate favorable results in preclinical studies and early-stage clinical trials, we cannot assure that the results of late-stage
clinical trials will be sufficient to support the continued development of RTG-2023 and RTG-2024. Many, if not most, companies in the
pharmaceutical and biopharmaceutical industries have experienced significant delays, setbacks and failures in all stages of development,
including late-stage clinical trials, even after achieving promising results in preclinical testing or early-stage clinical trials. Accordingly,
results from completed preclinical studies and early-stage clinical trials of our RTG-2023 and RTG-2024 may not be predictive of the
results we may obtain in future late-stage trials, especially in light of the fact that we have not yet begun clinical trials Furthermore,
even if the data collected from preclinical studies and clinical trials involving any of our clinical product candidates demonstrate
a satisfactory safety, tolerability and efficacy profile, such results may not be sufficient to obtain regulatory approval from the FDA
in the United States, or other similar regulatory agencies in other jurisdictions, which would be required to market and sell the product.

 Clinical
trials are risky, lengthy and expensive. We incur substantial expense for, and devote significant time and resources to, preclinical
testing and clinical trials, yet cannot be certain that these tests and trials will demonstrate that a product candidate is effective
and well-tolerated, or will ever support its approval and commercial sale. clinical trials require adequate supplies of clinical trial
material and sufficient patient enrollment to power the trial. Delays in patient enrollment can result in increased costs and longer
development times. Even if we, or a licensee or collaborator, if applicable, successfully complete clinical trials for RTG-2023 and RTG-2024,
we may not receive marketing approval for RTG-2023 and RTG-2024. We cannot assure you that RTG-2023 and RTG-2024 will successfully progress
further through the drug development process, or ultimately will result in an approved and commercially viable product.

 We
do not have experience conducting clinical trials.

 We
are an early-stage clinical stage company, and our success is dependent upon our ability to obtain regulatory approval for and commercialization
of RTG-2023 and RTG-2024, and we have not demonstrated an ability to perform the functions necessary for the approval or successful commercialization
of any product candidate. The successful commercialization of any product candidate may require us to perform a variety of functions,
including:

 undertaking
 preclinical development and successfully enroll subjects in clinical trials;

 participating
 in regulatory approval processes;

 formulating
 and manufacturing products; and

 conducting
 sales and marketing activities.

 We
have limited experience conducting and enrolling subjects in clinical trials. To date, we have no experience conducting clinical
trials. In part because of this lack of experience, we cannot guarantee that planned clinical trials will be completed or that we
will not require changes to our initial trial designs. Large-scale trials require significant additional financial and management
resources, monitoring and oversight, and reliance on third-party clinical investigators, consultants and contract research
organization (CROs). Relying on third-party clinical investigators, CROs and manufacturers, which are all also subject to
governmental oversight and regulations, may also cause us to encounter delays that are outside of our control.

 Clinical
trials are very expensive, time-consuming, difficult to design and implement and involve an uncertain outcome, and if they fail to demonstrate
safety and efficacy to the satisfaction of the FDA, or similar regulatory authorities, we will be unable to commercialize our clinical
product candidates.

 Our
product candidates are still in clinical development and will require extensive additional clinical testing before we are prepared to
submit an NDA for regulatory approval for any indication or for any treatment regime. We cannot predict with any certainty if or when
we might submit a request for regulatory approval for our product candidates, or whether any such future application would be approved
by the FDA. Human clinical trials are very expensive and difficult to design and implement, in part because they are subject to rigorous
regulatory requirements. For instance, the FDA may not agree with endpoints for any clinical trial we propose, which may delay the commencement
of our clinical trials. The clinical trial process is also time-consuming. Furthermore, failure can occur at any stage of the trials,
and we could encounter problems that cause us to abandon or repeat clinical trials. A product candidate in later stages of clinical trials
may fail to show the desired safety and efficacy traits despite having progressed through preclinical studies and initial clinical trials,
and the results of our Phase 1 clinical trial of the clinical product candidate as well as the pre-clinical results may not be predictive
of the results of our to be proposed Phase 2 or Phase 3 trials. A number of companies in the biopharmaceutical industry have suffered
significant setbacks in advanced clinical trials due to lack of efficacy or adverse safety profiles.

 Moreover,
preclinical and clinical data are often susceptible to multiple interpretations and analyses. Many companies that have believed their
product candidates performed satisfactorily in preclinical studies and clinical trials have nonetheless failed to obtain marketing approval
of their products. Success in preclinical testing and early clinical trials does not ensure that later clinical trials, which involve
many more subjects and the results of later clinical trials may not replicate the results of prior clinical trials and preclinical testing.

 If
we are required to conduct additional clinical trials or other testing of product candidates beyond those that we currently contemplate,
if we are unable to successfully complete clinical trials of our product candidates or other testing, if the results of these trials
or tests are not positive or are only modestly positive or if there are safety concerns, we may not be able to:

 obtain
 marketing approval for our product candidates require additional funding not budgeted for;

 obtain
 marketing approval at all;

 obtain
 approval for indications or patient populations that are not as broad as intended or desired;

 and
 might be subject to additional post-marketing testing requirements; or

 have
 the product removed from the market after obtaining marketing approval.

 Product
development costs will also increase if we experience delays in testing or in receiving marketing approvals. We do not know whether any
clinical trials will begin as planned, will need to be restructured or will be completed on schedule, or at all. Significant clinical
trial delays also could shorten any periods during which we may have the exclusive right to commercialize our clinical product candidates
could allow our competitors to bring products to market before we do, and could impair our ability to successfully commercialize our
product candidates, any of which may harm our business and results of operations.

 Legislative
or regulatory reform of the health care system in the U.S. may adversely impact our business, operations or financial results.

 Our
industry is highly regulated and changes in law may adversely impact our business, operations or financial results. In March 2010, the
Patient Protection and Affordable Care Act, and a related reconciliation bill were signed into law. This legislation changes the current
system of healthcare insurance and benefits intended to broaden coverage and control costs. The law also contains provisions that will
affect companies in the medical device industry and other healthcare related industries by imposing additional costs and changes to business
practices. We cannot predict what healthcare reform initiatives may be adopted in the future. These reforms could have an adverse effect
on our ability to obtain timely regulatory approval for new products and on anticipated revenues from our products, both of which may
affect our overall financial condition.

 We
are subject to stringent domestic and foreign medical device regulations and any unfavorable regulatory action may materially and adversely
affect our financial condition and business operations.

 Our
products, development activities and manufacturing processes are subject to extensive and rigorous regulation by numerous government
agencies, including the FDA and comparable foreign agencies. To varying degrees, each of these agencies monitors and enforces our compliance
with laws and regulations governing the development, testing, manufacturing, labeling, marketing, distribution, and the safety and effectiveness
of our medical devices. The process of obtaining marketing approval or clearance from the FDA and comparable foreign bodies for new products,
or for enhancements, expansion of the indications or modifications to existing products, could:

 take
 a significant, indeterminate amount of time;

 result
 in product shortages due to regulatory delays;

 require
 the expenditure of substantial resources;

 involve
 modifications, repairs or replacements of our products;

 require
 design changes of our products;

 result
 in limitations on the indicated uses of our products; and

 result
 in our never being granted the regulatory approval we seek.

 Any
of these occurrences that we might experience will cause our operations to suffer, harm our competitive standing and result in further
losses that adversely affect our financial condition.

 We
will be subject to ongoing responsibilities under FDA and international regulations, both before and after a product is commercially
released. For example, we are required to comply with the FDA's Quality System Regulation which mandates that manufacturers of
medical devices adhere to certain quality assurance requirements pertaining, among other things, to validation of manufacturing processes,
controls for purchasing product components and documentation practices. As another example, the Medical Device Reporting regulation requires
us to provide information to the FDA whenever there is evidence that reasonably suggests that a device may have caused or contributed
to a death or serious injury, or that a malfunction occurred which would be likely to cause or contribute to a death or serious injury
upon recurrence. Compliance with applicable regulatory requirements is subject to continual review and is monitored rigorously through
periodic inspections by the FDA. If the FDA were to conclude that we are not in compliance with applicable laws or regulations, or that
any of our medical devices are ineffective or pose an unreasonable health risk, the FDA could ban such medical devices, detain or seize
such medical devices, order a recall, repair, replacement, or refund of such devices, or require us to notify health professionals and
others that the devices present unreasonable risks of substantial harm to the public health. Additionally, the FDA may restrict manufacturing
and impose other operating restrictions, enjoin and restrain certain violations of applicable law pertaining to medical devices and assess
civil or criminal penalties against our officers, employees, or us. Any adverse regulatory action, depending on its magnitude, may restrict
us from effectively manufacturing, marketing and selling our products. In addition, negative publicity and product liability claims resulting
from any adverse regulatory action could have a material adverse effect on our financial condition and results of operations.

 We
will also be subject to stringent government regulation in foreign countries, which could delay or prevent our ability to sell our products
in those jurisdictions.

 We
intend to pursue market authorizations for our products in foreign countries. For us to market our products in international jurisdictions,
we and our distributors and agents must obtain required regulatory registrations or approvals. The approval procedure varies among countries
and jurisdictions and can involve additional testing, and the time and costs required to obtain approval may differ from that required
to obtain an approval by the FDA. Approval by the FDA does not ensure approval by regulatory authorities in other countries or jurisdictions,
and approval by one foreign regulatory authority does not ensure approval by regulatory authorities in other foreign countries or jurisdictions
or by the FDA. Violations of foreign laws governing use of medical devices may lead to actions against us by the FDA as well as by foreign
authorities. We must also comply with extensive regulations regarding safety, efficacy and quality in those jurisdictions. We may not
be able to obtain all the required regulatory registrations or approvals, or we may be required to incur significant costs in obtaining
or maintaining any regulatory registrations or approvals we receive. Delays in obtaining any registrations or approvals required for
marketing our products, failure to receive these registrations or approvals, or future loss of previously obtained registrations or approvals
would limit our ability to sell our products internationally and may have a material adverse effect on our business.

by us or our distributors to comply with foreign regulations applicable to the products we design, manufacture, install or distribute
could expose us to enforcement actions or other adverse consequences.

 We
may be subject to the European Medical Device Regulation, which was adopted by the European Union ("EU") as a common legal
framework for all EU member states. These regulations require companies that wish to manufacture and distribute medical devices in EU
member states to meet certain quality system and safety requirements and ongoing product monitoring responsibilities, and obtain a "CE"
marking (i.e., a mandatory conformity marking for certain products sold within the European Economic Area) for their products. Various
penalties exist for non-compliance with the laws implementing the European Medical Device Regulations which, if incurred, could have
a material adverse impact on our business, results of operations and cash flows.

 Even
if we obtain clearance or approval to sell our products, we are subject to ongoing requirements and inspections that could lead to the
restriction, suspension or revocation of our clearance.

 We,
as well as any potential collaborative partners such as distributors, will be required to adhere to applicable FDA regulations regarding
good manufacturing practice, which include testing, control, and documentation requirements. We are subject to similar regulations in
foreign countries. Even if regulatory clearance of a product is granted, the clearance may be subject to limitations on the indicated
uses for which the product may be marketed or to the conditions of approval or contain requirements for costly post-marketing testing
and surveillance to monitor the safety or efficacy of the product. Ongoing compliance with good manufacturing practice and other applicable
regulatory requirements is strictly enforced in the United States through periodic inspections by state and federal agencies, including
the FDA, and in international jurisdictions by comparable agencies. Failure to comply with these regulatory requirements could result
in, among other things, warning letters, fines, injunctions, civil penalties, recall or seizure of products, total or partial suspension
of production, failure to obtain pre-market clearance or pre-market approval for devices, withdrawal of approvals previously obtained
and criminal prosecution. The restriction, suspension or revocation of regulatory approvals or any other failure to comply with regulatory
requirements would limit our ability to operate and could increase our costs which may have a material adverse effect on our business.

 We
could be subject to substantial fines or damages and possible exclusion from participation in federal or state health care programs if
we fail to comply with the laws and regulations applicable to our business.

 We
are subject to stringent laws and regulations at both the federal and state levels governing the participation of durable medical equipment
suppliers in federal and state health care programs. From time to time, the government may seek additional information related to our
claims submissions, and in some instances government contractors may perform audits of payments made to us under Medicare, Medicaid,
and other federal health care programs. These reviews may identify overpayments for which we submit refunds. We believe the frequency
and intensity of government audits and review processes has intensified, and we expect this will continue in the future, due to increased
resources allocated to these activities at both the federal and state Medicaid level, and greater sophistication in data review techniques.

 If
we are considered to have violated these laws and regulations, we could be subject to substantial fines, damages, possible exclusion
from participation in federal health care programs such as Medicare and Medicaid and possible recoupment of any overpayments related
to such violations. Failure to comply with applicable laws and regulations, even if inadvertent, could have a material adverse impact
on our business.

 If
we fail to develop and successfully introduce new products and applications or fail to improve our existing products, our business prospects
and operating results may suffer.

 Our
ability to generate incremental revenue growth will depend, in part, on the successful outcome of research and development activities,
which may include clinical trials that lead to the development of new products and new applications using our products. Our research
and development process is expensive, prolonged, and entails considerable uncertainty. Due to the complexities and uncertainties associated
with ophthalmic research and development, products we are currently developing may not complete the development process or obtain the
regulatory approvals required to market such products successfully. In addition, our research and development process has been slowed
by the impact of COVID-19, and should the COVID-19 economic restrictions worsen, it could delay and disrupt our research and development
processes even further.

 Successful
commercialization of new products and new applications will require that we effectively transfer production processes from research and
development to manufacturing and effectively coordinate with our suppliers. In addition, we must successfully sell and achieve market
acceptance of new products and applications and enhanced versions of existing products. The extent of, and rate at which, market acceptance
and penetration are achieved by future products is a function of many variables, which include, among other things, price, safety, efficacy,
reliability, marketing and sales efforts, the development of new applications for these products, the availability of third-party reimbursement
of procedures using our new products, the existence of competing products and general economic conditions affecting purchasing patterns.

 Our
ability to market and sell new products is subject to government regulation, including approval or clearance by the FDA and foreign government
agencies. Any failure in our ability to successfully develop and introduce new products or enhanced versions of existing products and
achieve market acceptance of new products and new applications could have a material adverse effect on our operating results and would
cause our net revenues to decline.

 Risks
Related to Owning our Securities

 Our
stock price may be volatile and you may not be able to resell your shares at or above the purchase price.

 The
market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors,
many of which are beyond our control, including the following:

 our
 ability to execute our business plan;

 changes
 in our industry;

 competitive
 pricing pressures;

 our
 ability to obtain working capital financing;

 additions
 or departures of key personnel;

 sales
 of our common stock;

 operating
 results that fall below expectations;

 regulatory
 developments;

 economic
 and other external factors;

 period-to-period
 fluctuations in our financial results;

 the
 public's response to press releases or other public announcements by us or third parties, including filings with the SEC;

 changes
 in financial estimates or ratings by any securities analysts who follow our common stock, our failure to meet these estimates or
 failure of those analysts to initiate or maintain coverage of our common stock;

 the
 development and sustainability of an active trading market for our common stock;

 any
 future sales of our common stock by our officers, directors and significant stockholders; and

 other
 events or factors, many of which may be out of our control, including, but not limited to, pandemics such as COVID-19, war, or other
 acts of God.

 In
addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the
operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of
our common stock.

 Future
sales and issuances of our common stock could result in additional dilution of the percentage ownership of our stockholders.

 We
expect that significant additional capital will be needed in the future to continue our planned operations. We may sell common stock,
convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time.
To the extent we raise additional capital by issuing equity securities, our stockholders may experience substantial dilution.

 We
have never paid cash dividends and have no plans to pay cash dividends in the future.

 Holders
of shares of our common stock are entitled to receive such dividends as may be declared by our board of directors. To date, we have paid
no cash dividends on our capital stock and we do not expect to pay cash dividends in the foreseeable future. We intend to retain future
earnings, if any, to provide funds for operations of our business. Therefore, any return investors in our capital stock may have will
be in the form of appreciation, if any, in the market value of their shares of common stock.

 Our
common stock is subject to the "penny stock" rules of the SEC and the trading market in the securities is limited, which
makes transactions in the stock cumbersome and may reduce the value of an investment in the stock.

 Rule
15g-9 under the Exchange Act, establishes the definition of a "penny stock," for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person's
account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction,
setting forth the identity and quantity of the penny stock to be purchased.

 In
order to approve a person's account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information
and investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are
suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the
risks of transactions in penny stocks.

 The
broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to
the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination;
and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally,
brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more
difficult for investors to dispose of our common stock and cause a decline in the market value of our common stock.

 Disclosure
also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions
payable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies
available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the limited market in penny stocks.

 Because
certain of our stockholders control a significant number of shares of our common stock, they may have effective control over actions
requiring stockholder approval.

 As
of March 29, 2024, our directors, executive officers and principal stockholders, and their respective affiliates, beneficially
own approximately 82% of our outstanding shares of common stock. As a result, these stockholders, acting together, would have the ability
to control the outcome of matters submitted to our stockholders for approval, including the election of directors and any merger, consolidation
or sale of all or substantially all of our assets. In addition, these stockholders, acting together, would have the ability to control
the management and affairs of our company. Accordingly, this concentration of ownership might harm the market price of our common stock
by:

 delaying,
 deferring or preventing a change in corporate control;

 impeding
 a merger, consolidation, takeover or other business combination involving us; or

 discouraging
 a potential acquirer from making a tender offer or otherwise attempting to obtain control of us.

 We
are an "emerging growth company" and will be able to avail ourselves of reduced disclosure requirements applicable to emerging
growth companies, which could make our common stock less attractive to investors.

 We
are an "emerging growth company," as defined in the JOBS Act and we intend to take advantage of certain exemptions from various
reporting requirements that are applicable to other public companies that are not "emerging growth companies" including not
being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations
regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition,
pursuant to Section 107 of the JOBS Act, as an "emerging growth company" we intend to take advantage of the extended transition
period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. In other words,
an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise
apply to private companies. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions.
If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and
our stock price may be more volatile. We may take advantage of these reporting exemptions until we are no longer an "emerging growth
company." We will remain an "emerging growth company" until the earliest of (i) the last day of the fiscal year in
which we have total annual gross revenues of $1.235 billion or more; (ii) the last day of our fiscal year following the fifth anniversary
of our initial public offering; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous
three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

 Our
First Amended and Restated Certificate of Incorporation ("Certificate of Incorporation") and our Bylaws (the "Bylaws")
and Delaware law may have anti-takeover effects that could discourage, delay or prevent a change in control, which may cause our stock
price to decline.

 Our
Certificate of Incorporation and our Bylaws and Delaware law could make it more difficult for a third party to acquire us, even if closing
such a transaction would be beneficial to our stockholders. We are authorized to issue up to 40,000,000 shares of preferred stock. This
preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by our board of directors
without further action by stockholders. The terms of any series of preferred stock may include voting rights (including the right to
vote as a series on particular matters), preferences as to dividend, liquidation, conversion and redemption rights and sinking fund provisions.
The issuance of any preferred stock could materially adversely affect the rights of the holders of our common stock, and therefore, reduce
the value of our common stock. In particular, specific rights granted to future holders of preferred stock could be used to restrict
our ability to merge with, or sell our assets to, a third party and thereby preserve control by the present management.

 Provisions
of our Certificate of Incorporation and our Bylaws and Delaware law also could have the effect of discouraging potential acquisition
proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable.
Such provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, our Certificate
of Incorporation and our Bylaws and Delaware law, as applicable, among other things provide the board of directors with the ability to
alter the bylaws without stockholder approval.

 Financial
reporting obligations of being a public company in the U.S. are expensive and time-consuming, and our management will be required to
devote substantial time to compliance matters.

 As
a publicly traded company we will incur significant additional legal, accounting and other expenses that we did not incur as a private
company. The obligations of being a public company in the U.S. require significant expenditures and will place significant demands on
our management and other personnel, including costs resulting from public company reporting obligations under the Exchange Act and the
rules and regulations regarding corporate governance practices, including those under the Sarbanes-Oxley Act, the Dodd-Frank Wall Street
Reform and Consumer Protection Act. These rules require the establishment and maintenance of effective disclosure and financial controls
and procedures, internal control over financial reporting and changes in corporate governance practices, among many other complex rules
that are often difficult to implement, monitor and maintain compliance with. Moreover, despite recent reforms made possible by the JOBS
Act, the reporting requirements, rules, and regulations will make some activities more time-consuming and costly, particularly after
we are no longer an "emerging growth company." In addition, we expect these rules and regulations to make it more difficult
and more expensive for us to obtain director and officer liability insurance. Our management and other personnel will need to devote
a substantial amount of time to ensure that we comply with all of these requirements and to keep pace with new regulations, otherwise
we may fall out of compliance and risk becoming subject to litigation, among other potential problems.

to maintain effective internal control over our financial reporting in accordance with Section 404 of Sarbanes-Oxley could cause our
financial reports to be inaccurate.

 We
are required pursuant to Section 404 of the Sarbanes-Oxley Act, or Section 404, to maintain internal control over financial reporting
and to assess and report on the effectiveness of those controls. This assessment includes disclosure of any material weaknesses identified
by our management in our internal control over financial reporting. Although we prepare our financial statements in accordance with accounting
principles generally accepted in the United States, our internal accounting controls may not meet all standards applicable to companies
with publicly traded securities. If we fail to implement any required improvements to our disclosure controls and procedures, we may
be obligated to report control deficiencies, in which case we could become subject to regulatory sanction or investigation. Further,
such an outcome could damage investor confidence in the accuracy and reliability of our financial statements.

 Our
management has concluded that our internal controls over financial reporting were, and continue to be, ineffective, and as of December
31, 2023 as a result of a material weakness in our internal controls due to the lack of segregation of duties. While management is working
to remediate the material weakness, there is no assurance that such changes, when economically feasible and sustainable, will remediate
the identified material weaknesses or that the controls will prevent or detect future material weaknesses. If we are not able to maintain
effective internal control over financial reporting, our financial statements, including related disclosures, may be inaccurate, which
could have a material adverse effect on our business.

 Our
Certificate of Incorporation and Bylaws provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum
for substantially all disputes between us and our stockholders, which could limit stockholders' ability to obtain a favorable judicial
forum for disputes with us or our directors, officers or employees.

 Our
Certificate of Incorporation and Bylaws provide that unless we consent in writing to the selection of an alternative forum, the Court
of Chancery in the State of Delaware is the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of
us, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of our Company to
us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision
of the Delaware General Corporation Law ("DGCL") or our Certificate of Incorporation or Bylaws or (iv) any action asserting
a claim governed by the internal affairs doctrine. This exclusive forum provision would not apply to suits brought to enforce any liability
or duty created by the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
To the extent that any such claims may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

 These
choice of forum provisions may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes
with us or our directors, officers or other employees and may result in increased costs to our stockholders, which may discourage such
lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find our choice of forum provisions
contained in our Certificate of Incorporation or Bylaws to be inapplicable or unenforceable in an action, we may incur additional costs
associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM
1C. CYBER SECURITY

 We
maintain a cyber risk management protocol designed to identify, assess, manage, mitigate, and respond to cybersecurity threats.

 The
underlying processes and controls of our cyber risk management protocol incorporate recognized best practices and standards for cybersecurity
and information technology, including the National Institute of Standards and Technology ("NIST") Cybersecurity Framework
("CSF"). We have undertaken, on an annual basis, to conduct an assessment of our cyber risk management processes and controls
to identify, quantify, and categorize material cyber risks. In addition, we have developed a risk mitigation plan to address such risks,
and where necessary, remediate potential vulnerabilities identified through the annual assessment process.

 In
addition, we maintain policies over areas such as information security, access on/offboarding, and access and account management, to
help govern the processes put in place by management designed to protect our IT assets, data, and services from threats and vulnerabilities.
We consult with a third-party specialist with regard to our cyber risk management processes and controls.

 Our
management team is responsible for oversight and administration of our cyber risk management protocol, and for informing senior management
and other relevant stakeholders regarding the prevention, detection, mitigation, and remediation of cybersecurity incidents. RetinalGenix' management team has prior experience selecting, deploying, and overseeing cybersecurity technologies, initiatives, and processes and
relies on threat intelligence as well as other information obtained from governmental, public, or private sources.

 As
part of its review of the adequacy of our system of internal controls over financial reporting and disclosure controls and
procedures, the Board of Directors is specifically responsible for reviewing the adequacy of our computerized information system
controls and security related thereof. The cybersecurity stakeholders, including member(s) of management assigned with cybersecurity
oversight responsibility and/or third-party consultants providing cyber risk services, brief the Board of Directors on cyber
vulnerabilities identified through the risk management process, the effectiveness of our cyber risk management program, and the
emerging threat landscape and new cyber risks on at least an annual basis. This includes updates on RetinalGenix's processes
to prevent, detect, and mitigate cybersecurity incidents. In addition, cybersecurity risks are reviewed by our Board of Directors at
least annually, as part of the Company's corporate risk oversight processes.

 We
face risks from cybersecurity threats that could have a material adverse effect on our business, financial condition, results of operations,
cash flows or reputation. RetinalGenix acknowledges that the risk of cyber incidents is prevalent in the current threat landscape and
that a future cyber incident may occur in the normal course of its business. To date, we have not had a cybersecurity incident. We proactively
seek to detect and investigate unauthorized attempts and attacks against our IT assets, data, and services, and to prevent their occurrence
and recurrence where practicable through changes or updates to internal processes and tools and changes or updates to service delivery;
however, potential vulnerabilities to known or unknown threats will remain. Further, there is increasing regulation regarding responses
to cybersecurity incidents, including reporting to regulators, investors, and additional stakeholders, which could subject us to additional
liability and reputational harm. See Item 1A. "Risk Factors" for more information on cybersecurity risks.

 ITEM
2. PROPERTIES

 We
do not own or lease any real property or office space. We are allocated a portion of Sanovas' office and laboratory space in Petaluma
California based upon usage of such space for RetinalGenix projects.

 We
believe this arrangement is adequate for our current needs.

 ITEM
3. LEGAL PROCEEDINGS

 From
time to time, we may be subject to litigation and claims arising in the ordinary course of business. We are not currently a party to
any material legal proceedings and we are not aware of any pending or threatened legal proceeding against us that we believe could have
a material adverse effect on our business, operating results, cash flows or financial condition. Notwithstanding the foregoing, Sanovas,
Inc. ("Sanovas"), the majority stockholder of Sanovas Ophthalmology, LLC which is our majority stockholder, commenced an
action in the Court of Chancery of the State of Delaware against Halo Management LLC ("Halo") and Lawrence Gerrans seeking
an order declaring that any rights that Halo and/or Mr. Gerrans may have with respect to any equity securities in Sanovas and each of
its affiliated subsidiaries (including, but not limited to, our Company) are void or voidable and may be cancelled.

to the terms of an employment agreement dated January 1, 2012 (the "Effective Date") by and between Sanovas, the majority
stockholder of Sanovas Ophthalmology, LLC which is our majority stockholder, and Lawrence Gerrans, the then President and Chief Executive
Officer of Sanovas (the "Original Employment Agreement"), in consideration for Mr. Gerrans' services, Mr. Gerrans was
to receive, among other consideration, the following equity securities: (i) 441,177 shares of restricted common stock of each of the
wholly-owned subsidiaries of Sanovas, as of the Effective Date (the "Affiliate Subsidiaries"), representing 7.5% of the total
equity capital of each such subsidiary issued and outstanding as of the date of grant; and (ii) 5,000 shares of Series F Preferred Stock
of Sanovas and each of the Affiliate Subsidiaries. We were incorporated in Delaware on November 17, 2017, subsequent to the Effective
Date, and as such these shares were never issued by us because we were not an Affiliate Subsidiary of Sanovas. Thereafter, in May 2015,
Mr. Gerrans' Original Employment Agreement was amended and restated with an effective date of January 1, 2012 (the "Amended
and Restated Employment Agreement"), the same as the Effective Date of the Original Employment Agreement. Pursuant to the Amended
and Restated Employment Agreement, in consideration for Mr. Gerrans' services, Mr. Gerrans was to receive, among other consideration,
the following equity securities: (i) 7.5% of the total equity capital of each of Sanovas' Affiliate Subsidiaries as of the Effective
Date or thereafter formed (collectively, the "New Subsidiaries"); and (ii) 5,000 shares of Series F Preferred Stock of Sanovas,
each of the Affiliate Subsidiaries and each of the New Subsidiaries, including our Company. Subsequently, pursuant to a board resolution
dated December 1, 2017 approved by Lawrence Gerrans, our then Chief Executive Officer, President and sole director, in 2018 we issued
27,000,000 shares of our common stock to Sanovas Ophthalmology LLC, and issued 3,000,000 shares of our Series F Preferred Stock to Halo
Management LLC ("Halo"), an entity owned by Mr. Gerrans, for certain enumerated consideration that was purported to have
been provided. Thereafter, and in part based upon the evidence and testimony presented, and verdict and conviction rendered, in the Criminal
Action (discussed below), including, but not limited to, the fact that Mr. Gerrans misled and coerced the board of Sanovas regarding
the terms and need for approval of the Amended and Restated Employment Agreement, our board of directors, acting in concert with the
board of directors of Sanovas, carried out an investigation with respect to actions taken by Mr. Gerrans and have determined that Halo
did not provide us with valid consideration for the Series F Preferred Stock, and we dispute whether any of the shares of the Company
issued to Halo were validly issued.

 In
January 2020, a jury in the United States District Court for the Northern District of California found Mr. Gerrans guilty, in a criminal
proceeding (the "Criminal Action"), on 12 felony counts of wire fraud, money laundering, perjury, contempt of court, witness
tampering, and obstruction of justice in connection with his activities as an officer and director of Sanovas. Thereafter, in November
2020, Sanovas commenced an action in the Court of Chancery of the State of Delaware (the "Delaware Action") against Halo
and Mr. Gerrans seeking an order declaring that any rights that Halo and/or Mr. Gerrans may have with respect to any equity securities
in Sanovas and each of its affiliated subsidiaries (including, but not limited to, our Company) are void or voidable and may be cancelled.
The Delaware Action is currently still pending. We intend to take any and all actions required to assist Sanovas in obtaining a judgement
against Halo and Mr. Gerrans in the Delaware Action declaring any shares issued to them void or voidable.

 On
November 21, 2021, our Board of Directors resolved to rescind the 3,000,000 shares of Series F Preferred Stock purported issued to Halo
for lack of contract consideration. We recorded this action into our accounts in the fourth quarter of 2021.We are aware that the management/ownership
of Halo may dispute this decision however, we are prepared to defend our decision in this case. In addition, we reserve the right to
void the shares ab initio and adjust our filings accordingly if necessary.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Information

 Our
common stock is quoted on the OTC Pink tier of the OTC Markets Group, Inc. under the symbol "RTGN."

 Shareholders

 As
of March 29, 2024, there were 112 stockholders of record of our common stock. The actual number of holders of our common stock is
greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street
name by brokers or held by other nominees. This number of holders of record also does not include stockholders whose shares may be held
in trust by other entities.

 Dividend
Policy

 We
have not paid any cash dividends on our capital stock and we do not expect to pay cash dividends in the foreseeable future. We intend
to retain future earnings, if any, to provide funds for operations of our business. The decision whether to pay cash dividends on our
common stock will be made by our board of directors, in their discretion, and will depend on our financial condition, results of operations,
capital requirements and other factors that our board of directors considers significant.

 Equity
Compensation Plan Information

 See
Part III, Item 12 under the heading "Securities Authorized for Issuance Under Equity Compensation Plans" of this Annual Report
on Form 10-K for equity compensation plan information.

 Recent
Sales of Unregistered Securities

 We
did not sell any equity securities during the quarter ended December 31, 2023 or subsequent thereto in any transactions that were
not registered under the Securities Act other than as disclosed in our prior filings with the SEC and as set forth below.

 ITEM
6. RESERVED

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

 Overview

is an ophthalmic research and development company focused on creating solutions to screen, monitor, diagnose, and treat ophthalmic, optical,
and sight-threatening disorders and to enable the early detection and treatment of multiple systemic diseases through a combination of
therapeutic medications and medical device technologies.

 The
Company is actively pursuing its mission to prevent vision loss and blindness due to ocular diseases, including diabetic retinopathy
and maculopathy, in its first two devices:

 Retinal
Imaging Screening Device, a portable, retinal imaging system providing a wide field of view without requiring pupil dilation; and

 RetinalCam TM,
an in-home/remote location patient-activated monitoring and imaging device offering real-time communication and alerting system for physicians
available 24/7.

 In
addition to the above medical device advancements, the Company continues to make progress in developing its product candidates:

 RTG-2023
 for the treatment of dry age-related macular degeneration (dry AMD); and

 RTG-2024
 for the treatment of Alzheimer's syndrome dementia.

 Design
& Prototype Progress

 The
Company has engaged a leading optical design, engineering, and fabrication firm to accelerate its development timeline and expects to
complete its MVP prototype in the first half of 2024.

 Laboratory
Partner

 The
Company is engaged with Pearl IRB, a provider of diagnostic testing services for its Institutional Review Board (IRB) to conduct a study
to personalize medical evaluations for patients receiving treatment for wet macular degeneration, which was previously announced on October
30, 2023

 The
Company and Dr. Perich has engaged phlebotomists from Seven Springs Surgery Center to facilitate the blood draw process necessary for
the IRB study. Blood draws are anticipated to begin in the second quarter of 2024.

 The
company has ended its relationship with MEDsan due to physical damage to MEDsan's facility and their resulting inability to meet
the Company's timeline.

 New
Management and Appointees

 In
the last year, RetinalGenix has made a concerted effort to bolster its ability to continue the development of its leading products and
propel capital raising efficiency. As previously announced, on December 1, 2023, Virender Ahluwalia was hired as Interim Chief Financial
Officer ("CFO"). As contemplated by the addition of a CFO, the Company anticipates enhanced reporting and collaboration with
other corporate advisors to prepare for eventual capital raising needs.

 Furthermore,
on December 4, 2023, Dessy Boneva, MD was appointed to the Board of Directors. Dr. Boneva is a renowned surgeon and educator at the University
of South Florida (USF), fitting seamlessly into a position where she can help influence RetinalGenix's efforts to produce pharmaceuticals
and technologies suitable for use in ophthalmology and systemic disease.

 Also
in December 2023, the Therapeutics Advisory Committee was expanded to include Fred Chasalow Ph. D., Anatoly Dritschilo, MD, Dr. Larry
Perich, and Marguerite McDonald, MD.

 Fred
Chasalow Ph. D. heads up the clinical drug therapy program. His expertise includes establishing diagnostic methods, the discovery of novel
steroids, holding chief research positions, and identifying key scientific developments.

 Dr.
Anatoly Dritschilo brings the perspective of another medical educator and entrepreneur affiliated with Georgetown University. Dr. Dritschilo
is a renowned educator, inventor, translational scientist, and business executive. He has provided clinical services to thousands of
patients presenting with cancers. His 250+ scientific publications and 12 issued patents earned him election as a Fellow of the National
Academy of Inventors. With his aid, the Company will be in a greater position to execute its short-term goals of developing patented
Pharmacogenetic Mapping software and progressing the RTGN studies.

 Dr.
Larry Perich oversees the Company's DNA GPS program. He is recognized internationally as a leader in excimer laser surgery and
has performed over 75,000 cataract surgeries. His eye centers provide care for over 120,000 patients annually. On July 5, 2022, RetinalGenix
purchased his DNA GPS pharmacogenetic mapping technology.

 Dr.
Marguerite McDonald is a world-renowned key opinion leader and coveted founder in the scientific field of Ophthalmology. She performed
the first laser refractive surgery in the United States, has given nearly 600 presentations worldwide, and published chapters in over
80 textbooks.

 Earlier
in the year RetinalGenix added two other members to their rapidly growing team. First, Owen Watson has joined Dr. Larry Perich's
team to aid in developing the portal and software associated with the DNA GPS program. His experience in the management of pharmacogenetics
and imaging in a HIPPA-compliant database will be directly applicable to the program's capabilities. Second, Stephen Tannenbaum
has joined RetinalGenix's Business Advisory Board. His investment banking and capital raising background provides experience in
supporting the CEO, Dr. Jerry Katzman, in his vision to grow the Company both organically and through M&A.

Initiatives

 To
date, RetinalGenix has devoted resources to designing and developing potential product candidates and securing manufacturing, sales,
and distribution partners. The current products are in their final testing stages, and actionable plans are being made to gain sale approval.
The Company does not expect to generate revenues from product sales until successfully completing the development of RetinalCam TM.
Once regulatory clearance for the product is obtained, if necessary, they will subsequently begin sales and distribution efforts.

 The
Company has funded its operations for the past two years primarily through advances and borrowings from affiliates. The Company will
need substantial additional funding to support continuing operations and pursue its growth strategy until they can generate
significant revenue from the sales of their product candidates. However, if the budgeted business plan and capital initiatives are
not followed and capital is not raised, there will be a delay or reduction in the ability to develop and commercialize the products. If favorable to the
Company's shareholders, management intends to obtain such funds primarily through continuing common stock private placements,
equity and debt securities offerings, and/or potential strategic partnerships.

anticipates the need for an additional $12,200,000 to:

 1.
 Complete
 product design and testing for RetinalGeniX TM and RetinalCam TM and
 submit RetinalGeniX TM pharmaceuticals for FDA clearance (guidance suggests that
 the RetinalCam TM will not require FDA clearance);

 2.
 Complete
 the development and expansion of software tools around the recently acquired DNA/GPS's
 genetic mapping technology and

 3.
 Fund
 Pearl IRB blood draw program

 4.
 Build
 the infrastructure for sustained growth.

 As
a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy. Until such
time as we can generate significant revenue from sales of our product candidates, if ever, we expect to finance our cash needs through
public or private equity offerings, debt financings, strategic partnerships, collaborations and licensing arrangements or other capital
sources. However, we may be unable to raise additional funds or enter into such other arrangements when needed, on favorable terms or
at all. Our failure to raise capital or enter into such other arrangements as and when needed would have a negative impact on our financial
condition and could force us to delay, limit, reduce or terminate our product development or future commercialization efforts or grant
rights to develop and market our product candidates.

 In
addition, the Company expects to incur additional costs associated with operating as a public company, including significant legal, accounting,
investor relations, compliance, and other miscellaneous expenses. Because of the numerous risks and uncertainties, we are unable
to accurately predict the timing or amount of increased expenses or when or if we will be able to achieve or maintain profitability.
Even if we are able to generate product sales, we may not become profitable. If we fail to become profitable or are unable to sustain
profitability on a continuing basis, we may be unable to continue our operations at planned levels and be forced to reduce or terminate
our operations.

 On
July 5, 2022, we entered into an Exchange Agreement (the "Exchange Agreement") with Dr. Lawrence Perich pursuant to which
we acquired all 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 shares of our common stock with an estimated fair value of $1.00 per share. The acquisition of
DNA/GPS combines DNA/GPS' genetic mapping capabilities with our retinal imaging capabilities. The combined technology is expected
to have the ability to provide diagnoses of systemic and retinal diseases. We accounted for this transaction as an asset acquisition
in the year ending December 31, 2022, and recorded the estimated purchase consideration and related expenses of approximately $2,032,000
as in process research and development in the accompanying consolidated statement of operations.

 In
September 2023, the Company retired $950,086 due to Sanovas through the issuance of 316,695 shares of common stock to Sanovas Ophthalmology,
LLC. In December 2023, the Company retired $140,001 due to Sanovas through the issuance of 46,667 shares of common stock to Sanovas Ophthalmology,
LLC.

 Basis
of presentation:

 These
accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America ("US GAAP") including all pronouncements of the SEC applicable to annual financial statements.

 All
intercompany accounts and transactions have been eliminated in consolidation.

 Components
of Results of Operations

 Revenue

 We
have not generated any revenue since our inception.

and Development Expenses

and development expenses include personnel costs associated with research and development activities, including third-party contractors
to perform research, product and prototype development, and testing of materials. Research and development expenses are charged to operations
as incurred.

 We
accrue for costs incurred by external service providers based on our estimates of services performed and costs incurred. These estimates
include the level of services performed by third parties and other indicators of the services completed.

 We
cannot determine with certainty the duration and costs of future clinical trials and product development or if, when or to what extent
we will generate revenue from the commercialization and sale of any product candidate for which we obtain marketing clearance. We may
never succeed in obtaining marketing approval for any product candidate. The duration, costs and timing of product development will depend
on a variety of factors, including:

 the
 scope, rate of progress, expense and results of product development, as well as of any future clinical trials of other product candidates
 and other research and development activities that we may conduct;

 the
 actual probability of success for our product candidates, including their safety and efficacy, early clinical data, competition,
 manufacturing capability and commercial viability;

 significant
 and changing government regulation and regulatory guidance;

 the
 timing and receipt of any marketing approvals; and

 the
 expense of filing, prosecuting, defending, and enforcing any patent claims and other intellectual property rights.

 A
change in the outcome of any of these variables with respect to the development of a product candidate could mean a significant change
in the costs and timing associated with the development of that product candidate.

 Administrative
Expenses

 Administrative
expenses consist primarily of compensation and consulting related expenses. Administrative expenses also include professional fees and
other corporate expenses, including legal fees relating to corporate matters; professional fees for accounting, auditing, tax and consulting
services; insurance costs; travel expenses, marketing activities and other operating costs that are not specifically attributable to
research activities.

 We
expect that our administrative expenses will increase in the future as we increase our personnel headcount to support our continued research
activities and development of our product candidates. We also expect increased expenses associated with being a public company, including
costs related to accounting, audit, legal, regulatory and tax-related services associated with compliance with SEC requirements; director
and officer insurance costs; and investor and public relations costs.

 Interest
Expense

 Interest
expense is the coupon interest rate charged on loans from stockholders.

 Results
of Operations

 Comparison
of the years ended December 31, 2023 and 2022

 The
following table sets forth key components of our results of operations for the years ended December 31, 2023 and 2022.

 For The Years Ended

 2023

 2022

 Change

 (% Change)

 Revenues

 $
 -

 $
 -

 Expenses

 General and administrative expenses

 898,658

 807,406

 91,252

 %

 Research and development

 524,183

 809,255

 (285,072
)

 (35
)%

 Stock-based compensation

 404,908

 %

 Acquired in process research and development

 -

 2,032,889

 (2,032,889
)

 (100
)%

 Total Expenses

 2,087,049

 3,908,850

 (1,821,801
)

 (47
)%

 Interest expense

 3,840

 5,140

 (1,300
)

 (25
)%

 Net Loss

 $
 (2,090,889
)

 $
 (3,913,990
)

 (1,823,101
)

 (47
)%

 Revenues

 We
did not recognize revenues for the years ended December 31, 2023 and 2022.

and Development Expenses

 For the years ended

 2023

 2022

 Direct costs

 $
 457,543

 $
 713,801

 Allocated costs from Sanovas

 66,640

 95,454

 Total Research and Development expenses

 $
 524,183

 $
 809,255

and development expenses decreased by $285,072, or 35%, to $524,183 for the year ended December 31, 2023 from $809,255 for the year ended
December 31, 2022. The decrease was primarily the result of a decrease in engineering and technology consultants, and pilot manufacturing
costs due to a shortage of resources.

 Stock
Based Compensation Expenses

 Stock-based
compensation expenses increased by $404,908, or 156%, to $664,208 for the year ended December 31, 2023 from $259,300 for the year ended
December 31, 2022. The increase was primarily due to the recognition of expense for options issued in September 2023 which was recognized
immediately.

 General
and Administrative Expenses

 For the year ended

 2023

 2022

 Direct costs

 $
 403,658

 $
 370,523

 Allocated costs from Sanovas

 495,000

 436,883

 Total general and administrative expenses

 $
 898,658

 $
 807,406

 Administrative
expenses increased by $91,252 or 11%, to $898,658 for the year ended December 31, 2023 from $807,406 for the year ended December 31,
2022. We have no full-time employees and we have had limited funding, therefore the Company has temporarily eliminated as many costs
as possible including certain professional fees. Administrative costs consisting of costs related to executives
and employees from Sanovas, were allocated based upon the amount of effort spent by such personnel on our business. Marketing and other
costs allocated from Sanovas substantially ceased in 2023, some of which were now paid directly by the Company. Salaries allocated to
the Company from Sanovas increased in 2023 since the majority of time spent by Sanovas employees were on Company activities as opposed
to 2022, when Sanovas had other significant projects ongoing. Other administrative expenses were higher because of an increase in marketing
and listing related expenses.

 Acquired
in-process research and development

 Acquired
in-process research and development presents the estimated fair value of the acquired technology held by GPS/DNA when we acquired that
company in July 2022. The transaction met the screen test as an asset acquisition for accounting purposes. The estimated fair value of
the transaction ($2,000,000 plus direct costs to complete the transaction of $32,889) are classified within this account in the consolidated
statement of operations.

 Liquidity
and Capital Resources

 To
date, we have devoted substantially all of our resources to organizing, business planning, raising capital, designing and developing
product candidates, and securing manufacturing and sales/distribution partners. We do not have any products approved for sale and have
not generated any revenue from product sales. We have funded our operations primarily from the sale of common stock (2020 through January
2022), loans and advances from related parties and by utilizing Sanovas personnel and facilities. During the year ended December 31,
2023, we received $103,274 of cash advances and allocated services from Sanovas. We have settled a portion of the amounts due to Sanovas
through the periodic issuance of shares of common stock, including 353,432 shares issued in May 2022 in settlement of the amounts due
to Sanovas of $353,432, and 586,370 shares issued in November 2022 in settlement of the amounts due to Sanovas of $586,370, 316,695 shares
issued in September 2023 in settlement of the amounts due to Sanovas of $950,086, and 46,667 shares issued in December 2023 in settlement
of the amounts due to Sanovas of $140,001.

 We
anticipate that we will need $12,200,000 in operating capital to (i) complete product design and testing for RetinalGeniX TM
and RetinalCam TM and submit RetinalGeniX TM for FDA approval (we anticipate that the RetinalCam TM will
not require FDA approval); (ii) complete the development and expansion of the software tools around the recently acquired DNA/GPS'
genetic mapping technology (iii) conduct further clinical studies of TRG 2023 and RTG 2024 products; (iv) fund Peral IRB blood draw program
and (v) build the infrastructure for our sustained growth. We do not expect to generate any revenues from product sales unless and until
we successfully complete development of RetinalGeniX TM and RetinalCam TM and obtain regulatory approval for RetinalGeniX TM.
We will also require additional operating capital as a result of us operating as a public company, including for legal, accounting, investor
relations, compliance and other expenses.

 As
a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy. Until such
time as we can generate significant revenue from sales of our product candidates, if ever, we expect to finance our cash needs through
public or private equity offerings, debt financings, strategic partnerships, collaborations and licensing arrangements or other capital
sources. However, we may be unable to raise additional funds or enter into such other arrangements when needed, on favorable terms or
at all. Our failure to raise capital or enter into such other arrangements as and when needed would have a negative impact on our financial
condition and could force us to delay, limit, reduce or terminate our product development or future commercialization efforts or grant
rights to develop and market our product candidates.

 Because
of the numerous risks and uncertainties, we are unable to accurately predict the timing or amount of increased expenses or when or if
we will be able to achieve or maintain profitability. Even if we are able to generate product sales, we may not become profitable. If
we fail to become profitable or are unable to sustain profitability on a continuing basis, we may be unable to continue our operations
at planned levels and be forced to reduce or terminate our operations.

 We
had no cash at December 31, 2023, and we will not be able to support our operations without support from affiliates, Sanovas or a
fund raising transaction.

 In March 2024, a stock option was exercised for the
issuance of 150,000 shares of common stock. The Company received $150,000 in proceeds from such exercise.

 In March 2024, the Company issued 75,000 shares of common stock in settlement
of $150,000 of accounts payable.

 Cash
Flow Activities for the years ended December 31, 2023 and 2022

 The
following table sets forth a summary of our cash flows for the periods presented:

 For The Years Ended

 2023

 2022

 Net cash (used in) operating activities

 $
 (348,349
)

 $
 (199,287
)

 Net cash provided by financing activities

 348,349

 194,685

 Net cash (used in) investing activities

 -

 (307
)

 Net increase (decrease) in cash

 (38
)

 (4,909
)

 Cash at beginning of the period

 4,947

 Cash at end of the period

 $

 $

 Operating
Activities

 Net
cash used in operating activities was $348,349 for the year ended December 31, 2023 and $199,287 for the year ended December 31, 2022.
The cash flow used in operating activities in 2023 was driven by the net loss of $2,090,889 offset in part by non-cash stock-based compensation
expenses of $664,208 and an increase in accounts payable and accrued liabilities of $409,440. In addition, Sanovas billed us for allocated
costs and expenses paid on behalf of and allocated to us in the amount of $664,914 during the year ended December 31, 2023. During the
year ended December 31, 2023 we received $103,274 of net cash advances from Sanovas.

 Net
cash used in operating activities was $199,287 for the year ended December 31, 2022 The cash flow used in operating activities in 2022
was driven by the net loss of $3,913,990 offset in part by non-cash expenses of $2,259,351 (including $2,000,000 from the issuance of
shares to acquire in-process research and development and $259,300 of stock-based compensation expense) and an increase in accounts payable
and accrued interest payable of $225,198. In addition, Sanovas billed us for allocated costs and expenses paid on behalf of and allocated
to us in the amount of $532,337 during the year ended December 31, 2022, and we received $692,677 of net cash advances from Sanovas.

 Financing
Activities

 Net
cash provided by financing activities was $348,349 and $194,685 during the year ended December 31, 2023 and 2022, respectively, attributable
to proceeds from advances from related parties other than Sanovas of $348,349 in the year ended December 31, 2023, and the sale of common
stock of $60,500, proceeds from the exercise of stock options and warrants of $25,000 and proceeds from advances from related parties
of $109,185 in the year ended December 31, 2022.

 Critical
Accounting Estimates

 The
preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and related disclosures in the financial statements and accompanying notes. Management bases
it estimates on historical experience and on assumptions believed to be reasonable under the circumstances. The estimation process often
may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls
within that range of reasonable estimates. Estimates are used in areas including, but not limited to: research and development expense
recognition, valuation of stock options, allowances of deferred tax assets, accrued expenses and liabilities, and cash flow assumptions
regarding going concern considerations.

 Stock-based
Compensation

 Stock-based
compensation represents the cost related to stock-based awards granted to employees. We measure stock-based compensation costs at the
grant date, based on the estimated fair value of the award and recognize the cost (net of estimated forfeitures) over the vesting period.
Forfeitures are estimated on the date of grant and revised if actual or expected forfeiture activity differs materially from the original
estimates. We estimate the fair value of stock options using a Black-Scholes valuation model. The cost is recorded in the consolidated
statements of operations based on the employees' respective function. The fair value of common stock was determined based upon
the sale of common stock to third parties pursuant to the offering which commenced in 2019, which offering continued through January
2022. Commencing in September 2023, we used the average trading price of the common stock as the fair value of the underlying
common stock.

 The
risk-free interest rate assumption is determined using the yield currently available on U.S. Treasury zero-coupon issues with a remaining
term commensurate with the expected term of the award. Management has estimated expected volatility based on similar comparable industry
sector averages. Expected life of the option represents the period of time options are expected to be outstanding. The estimate for dividend
yield is 0% because we have not historically paid and does not intend to pay a dividend on its common stock in the foreseeable future.

 Allocated
costs from Sanovas

 A
substantial portion of our expenses are costs and expenses paid by Sanovas and costs and expenses allocated to us by Sanovas. We expect
that to continue until we have sufficient resources to build our own team and infrastructure to support our operations. The allocations
our payroll related expenses are based upon the estimated percentage of effort incurred by each employee on operations. Allocation of
non-payroll related expenses are based upon whether the expense related to our operations.

 Income
taxes

 We
account for income taxes using the asset-and-liability method in accordance with Accounting Standards Codification 740, Income Taxes.
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on the deferred tax assets and liabilities of a change in tax
rate is recognized in the period that includes the enactment date. A valuation allowance has been recorded for all of the deferred tax
assets.

 Recently
Issued and Adopted Accounting Standards

 A
variety of proposed or otherwise potential accounting standards are currently under study by standard-setting organizations. Due to the
tentative and preliminary nature of those proposed standards, management has not determined whether the implementation of such proposed
standards would be material to our consolidated financial statements.

 JOBS
Act

 We
are an "emerging growth company," as defined in Section 2(a) the Securities Act, as modified by the JOBS Act. For as long
as we continue to be an emerging growth company, we also intend to take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies including, but not limited to, reduced disclosure obligations regarding executive compensation
in our periodic reports and proxy statements, exemptions from the requirements of holding a nonbinding advisory stockholder vote on executive
compensation and any golden parachute payments not previously approved, exemption from the requirement of audit or attestation in the
assessment of our internal control over financial reporting and exemption from any requirement that may be adopted by the Public Company
Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional
information about the audit and the financial statements (auditor discussion and analysis). We will remain an emerging growth company
until the earliest of (i) the end of the fiscal year in which the market value of our common stock that is held by non-affiliates exceeds
$700 million as of the end of the second fiscal quarter, (ii) the end of the fiscal year in which we have total annual gross revenues
of $1.235 billion or more during such fiscal year, (iii) the date on which we issue more than $1 billion in non-convertible debt in a
three-year period or (iv) the end of the fiscal year following the fifth anniversary of the date of the first sale of our common stock
pursuant to an effective registration statement filed under the Securities Act.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 As
a smaller reporting company, we are not required to provide the information required by this item.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The
information required by this item appears in a separate section of this Annual Report on Form 10-K beginning on page F-1 and is
incorporated herein by reference.

Technologies Inc.

 Consolidated
Financial Statements

 TABLE
OF CONTENTS

 Page
 No.

 Consolidated
 Financial Statements

 Report of Independent Registered Public Accounting Firm

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations for the years ended December 31, 2023 and 2022

 Consolidated Statements of Changes in Stockholders' Deficit for the years ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

 Stockholders
of RetinalGenix Technologies Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of RetinalGenix Technologies Inc. (the "Company") as of December
31, 2023 and 2022, and the related consolidated statements of operations, stockholders' deficit, and cash flows for each of the
years then ended, and the related notes (collectively referred to as the financial position of the Company as of December 31, 2023 and
2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity
with accounting principles generally accepted in the United States of America.

 Substantial
Doubt about the Company's Ability to Continue as a Going Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in
Note A to the financial statements, based on its projections, the Company anticipates that it will not have adequate resources to
fund its operations through the next twelve months. Furthermore, the Company's losses from operations and working capital
deficiency raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note A. The financial statements do not include any adjustments that might result from the outcome of
this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Board (United
States) ("PCOAB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks.

 Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits
also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical
Audit Matters

 Critical
audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

 /s/
 Liebman Goldberg & Hymowitz, LLP

 We
have served as the Company's auditor since 2019.

 Garden
City, New York

 March
30, 2024

 PCAOB
ID No. 473

 F- 2

 PART
I — FINANCIAL INFORMATION

 CONSOLIDATED
BALANCE SHEETS

 December 31, 2023

 December 31, 2022

 ASSETS

 Current Assets

 Cash

 $
 -

 $

 Total Current Assets

 -

 Equipment, net of accumulated depreciation of $ 151 and $ 51, respectively

 TOTAL ASSETS

 $

 $

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Liabilities

 Current Liabilities

 Accounts payable and accrued liabilities

 884,920

 475,480

 Due to Sanovas

 2,760

 427,933

 Due to related parties

 457,534

 109,185

 Shareholders' notes payable

 49,000

 49,000

 Accrued interest payable

 11,599

 7,759

 Total Liabilities

 1,405,813

 1,069,357

 Stockholders' Deficit:

 Preferred stock, $ 0.0001 par value; 40,000,000 shares authorized; Series F preferred stock - 3,000,000 shares designated, 0 issued and outstanding at December 31, 2023 and 2022

 -

 -

 Common stock, $ 0.0001 par value; 80,000,000 shares authorized; 17,635,478 shares issued and outstanding at December 31, 2023 and 17,272,116 shares issued and outstanding at December 31, 2022

 1,819

 1,783

 Additional paid in capital

 9,701,719

 7,947,460

 Accumulated deficit

 ( 11,109,195
)

 ( 9,018,306
)

 Total Stockholders' Deficit

 ( 1,405,657
)

 ( 1,069,063
)

 TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 $

 $

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 3

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 2023

 2022

 For The Years Ended

 2023

 2022

 Revenues

 $
 -

 $
 -

 Operating expenses:

 General and administrative expenses

 898,658

 807,406

 Research and development

 524,183

 809,255

 Acquired in-process research and development

 -

 2,032,889

 Stock-based compensation

 Total operating expenses

 2,087,049

 3,908,850

 Interest expense

 3,840

 5,140

 Net loss

 $
 ( 2,090,889
)

 $
 ( 3,913,990
)

 Net loss per share - basic and diluted

 $
 ( 0.12
)

 $
 ( 0.25
)

 Weighted average number of common shares outstanding during the period- basic and diluted

 17,352,196

 15,584,346

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 4

 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' DEFICIT

 FOR
THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 Shares

 Par

Value

 Paid-in

 Accumulated
 Deficit

 Total

 Common Stock

 Additional

 Shares

 Par

Value

 Paid-in

 Accumulated
 Deficit

 Total

 Balance as at December 31, 2021

 14,221,814

 $
 1,423

 $
 4,638,218

 $
 ( 5,104,316
)

 $
 ( 464,675
)

 Stock-based compensation

 -

 -

 -

 Stock purchased by investors

 60,500

 60,439

 -

 60,500

 Exercise of options and warrants

 50,000

 49,995

 -

 50,000

 Retirement of due to Sanovas through the issuance of shares of common stock to Sanovas Ophthalmology LLC

 939,802

 939,708

 -

 939,802

 Issuance of shares upon acquisition of DNA/GPS

 2,000,000

 1,999,800

 -

 2,000,000

 Net loss

 ( 3,913,990
)

 ( 3,913,990
)

 Balance as at December 31, 2022

 17,272,116

 $
 1,783

 $
 7,947,460

 $
 ( 9,018,306
)

 $
 ( 1,069,063
)

 Balance

 17,272,116

 $
 1,783

 $
 7,947,460

 $
 ( 9,018,306
)

 $
 ( 1,069,063
)

 Stock-based compensation

 -

 -

 -

 Retirement of due to Sanovas through the issuance of shares of common stock to Sanovas Ophthalmology LLC

 363,362

 1,090,051

 -

 1,090,087

 Net loss

 -

 -

 -

 ( 2,090,889
)

 ( 2,090,889
)

 Balance as at December 31, 2023

 17,635,478

 $
 1,819

 $
 9,701,719

 $
 ( 11,109,195
)

 $
 ( 1,405,657
)

 Balance

 17,635,478

 $
 1,819

 $
 9,701,719

 $
 ( 11,109,195
)

 $
 ( 1,405,657
)

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 5

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 2023

 2022

 For The Years Ended

 2023

 2022

 Cash Flows (Used In) Operating Activities

 Net loss

 $
 ( 2,090,889
)

 $
 ( 3,913,990
)

 Adjustments to reconcile net loss to net cash (used in) operating activities

 Non-cash items:

 Stock-based compensation expense

 Acquired in-process research and development

 -

 2,000,000

 Depreciation expense

 Expenses paid by Sanovas on behalf of Company, net

 664,914

 1,225,014

 Changes in operating assets and liabilities:

 Increase in accounts payable and accrued liabilities

 409,440

 225,198

 Increase in accrued interest payable

 3,840

 5,140

 Total adjustments

 1,742,502

 3,714,703

 Net cash (used in) operating activities

 ( 348,387
)

 ( 199,287
)

 Cash Flows (Used In) Investing activities - Equipment purchase

 -

 ( 307
)

 Cash Flows From Financing Activities

 Proceeds from common stock sold, net of costs

 -

 60,500

 Proceeds from exercise of options and warrants

 -

 25,000

 Advances from related parties

 348,349

 109,185

 Net cash provided by financing activities

 348,349

 194,685

 Net increase (decrease) in cash

 ( 38
)

 ( 4,909
)

 Cash at beginning of year

 4,947

 Cash at end of year

 $

 $

 Supplemental information:

 Interest paid

 $
 -

 $
 -

 Income taxes paid

 $
 -

 $
 -

 Retirement of due to Sanovas through the issuance of common stock to Sanovas Opthalmology LLC (Note C)

 $
 1,090,087

 $
 939,802

 Offset of note payable-affiliates through the exercise of warrants

 $
 -

 $
 25,000

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 6

 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

 NOTE
A – HISTORY, BUSINESS PURPOSE, LIQUIDITY AND GOING CONCERN

Technologies Inc. (the "Company"), a Delaware corporation, was formed in November 2017 by Sanovas Ophthalmology, LLC ("Sanovas
Ophthalmology"), a majority owned subsidiary of Sanovas Inc. ("Sanovas"), a privately held research and development
incubator. Since inception, a portion of the operations of the Company were conducted by Sanovas, who invoices the Company for costs
and expenses paid for on behalf of the Company and costs and expenses allocated to the Company for services performed on behalf of the
Company.

 The
Company was formed to develop technologies to diagnose and treat ophthalmic disorders. The Company sublicensed certain technology initially
developed by Sanovas from Sanovas Ophthalmology – See Note C. The Company is actively pursuing its mission to prevent vision loss
and blindness due to ocular diseases, including diabetic retinopathy and maculopathy, in its first two devices:

 3.

 Retinal Imaging Screening Device, a portable, retinal imaging system providing a wide field
 of view without requiring pupil dilation; and

 4.

 RetinalCam TM, an in-home/remote location patient-activated monitoring and imaging
 device offering real-time communication and alerting system for physicians available 24/7.

 In
addition to the above medical device advancements, the Company continues to make progress in conducting pharmaceutical clinical studies
for their medications:

 3.

 RTG-2023
 for the treatment of dry age-related macular degeneration (dry AMD); and

 4.

 RTG-2024
 for the treatment of Alzheimer's syndrome dementia.

 On
October 8, 2019, the Company entered into an option exchange agreement (the "Option Exchange Agreement") with Diopsys, Inc.
("Diopsys") pursuant to which the Company agreed to issue Diopsys an option to purchase up to 10 % of its issued and outstanding
shares of common stock and Diopsys granted the Company an option to purchase up to 10 % of the issued and outstanding shares of common
stock of Diopsys on the Closing Date (the "Option Exchange"). "Closing Date" means a date that is within 30 days
of the date that all of the contingencies set forth in the Option Exchange Agreement are satisfied including, but not limited to, approval
of a product by the U.S. Food and Drug Administration. In addition, pursuant to the Option Exchange Agreement, upon the closing of the
Option Exchange, the Company agreed to enter into an exclusive distribution agreement with Diopsys pursuant to which Diopsys shall act
as the Company's exclusive distributor of such product. On February 14, 2022, the Company entered into a Termination of Option
Exchange Agreement (the "Termination Agreement") with Diopsys pursuant to which the prior Option Exchange Agreement between
the Company and Diopsys was terminated effective immediately and of no further force and effect, and neither party has any past, current
or future obligations or liabilities to the other (or any other person or entity) with respect to any rights, obligations or any of the
transactions contemplated in the Option Exchange Agreement. At the time of such termination, none of the conditions in the Option Exchange
Agreement were satisfied and no options thereunder had been issued to either the Company or Diopsys.

 On
December 27, 2021, the Company entered into an exchange agreement (the "Exchange Agreement") with Sanovas Ophthalmology pursuant
to which the Company exchanged 28,014,540 shares of common stock held by Sanovas Ophthalmology for a pre-funded warrant (the "Pre-funded
Warrant") to purchase up to an aggregate of 28,014,540 shares of the Company's common stock. The Pre-funded Warrant is immediately
exercisable at an exercise price of $ 0.0001 per share and terminates when exercised in full.

 On
July 5, 2022, the Company entered into an exchange agreement with Dr. Lawrence Perich pursuant to which it acquired all 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
shares of the Company's common stock. The acquisition of DNA/GPS combines DNA/GPS' genetic mapping capabilities with the
Company's retinal imaging capabilities. The combined technology is expected to have the ability to screen, monitor and provide
data to profile trends and create diagnostic markers for systemic and retinal disorders in the cardiovascular, Alzheimer's,
Parkinson disease. The markers and data analysis are rapid and cost effective, thereby eliminating expensive diagnostic equipment
such as MRI or CT scanning. The results are confidential to the patient and anonymous for any third party without permission of the
patient. The Company accounted for this transaction as an asset acquisition in 2022. The estimated fair value of the transaction was
$ 2,000,000
plus legal fees associated with the transaction of $ 32,889
and is recorded as acquired in-process research and development costs in the associated consolidated statement of operations in the
year ended December 31, 2022.

 F- 7

 Liquidity
and Going Concern

 The
Company has had net losses since inception and has an accumulated deficit of approximately $ 11,100,000 at December 31, 2023. In addition,
as of December 31, 2023 and December 31 2022, the Company had liabilities of approximately $ 1,406,000 and $ 1,069,000, respectively, approximately
 33 % and 50 %, respectively, of which is with related parties. The Company has no cash at December 31, 2023 and remains dependent on related
parties for much of its financing. The Company expects that operating losses and negative cash flows from operations will occur for at
least the next several years, and the Company will need to access additional funds to achieve its strategic goals with respect to the
sublicensed technology. The Company completed a private offering of shares of its common stock raising net proceeds of $ 60,500 in the
year ended December 31, 2022 - See Note D.

 Sanovas
has paid a significant portion of the Company's operating expenses through December 2023, and was owed approximately $ 3,000
 as of December 31, 2023 by the Company. The Company
issued 363,362 and 939,802 shares of its common stock to offset amounts due to Sanovas for payment of expenses on behalf of the Company
of $ 1,090,087 and $ 939,802 during the years ended December 31, 2023 and 2022, respectively. (see Note C).

 As
of the date of this report, the Company does not have adequate resources to fund its operations through the next twelve months without
advances from affiliates, considering any potential future milestone payments that it may receive under any new collaborations that it
may enter into in the future or any future capital raising transactions. The Company will need to raise additional funding to complete
the development of its products and commence the market launch, assuming regulatory approval is obtained. The Company does not know whether
additional financing will be available when needed, whether it will be available on favorable terms, or if it will be available at all.
These factors raise substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements
do not include any adjustments that might result from the outcome of this uncertainty.

 NOTE
B - SIGNIFICANT ACCOUNTING POLICIES

 A
summary of significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statements
is as follows:

 1.
 Basis of Presentation

 The
Company's financial statements were prepared in accordance with accounting principles generally accepted in the United States of
America ("US GAAP"). As of December 31, 2023, there have been no material changes in the Company's significant accounting
policies from those that were disclosed in the 2022 Annual Report. The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiary, DNA/GPS, Inc. All intercompany accounts and transactions have been eliminated in consolidation.

 2.
 Cash Equivalents

 For
purpose of the consolidated statements of cash flows, the Company considers all short-term investments purchased with a maturity of three
months or less to be cash equivalents.

 3.
 Use of Estimates

 In
preparing the Company's consolidated financial statements in conformity with US GAAP, management is required to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the
date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

 4.
 Income Taxes

 Income
taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future
tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and
their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment
date.

 The
Company follows the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC")
Topic 740-10 Income Taxes. ASC Topic 740-10 clarifies the accounting for income taxes by prescribing a minimum recognition threshold
a tax position is required to meet before being recognized in the financial statements. It also provides guidance on the recognition,
measurement, and classification of amounts relating to uncertain tax positions, accounting for and disclosure of interest and penalties,
accounting in interim periods and disclosures. The application of that guidance did not result in the recognition of any unrecognized
tax benefits at December 31, 2023 or 2022. The Company's policy is to expense any penalties and interest associated with this topic.
At December 31, 2023 and 2022, there were no amounts accrued for penalties and interest.

 F- 8

 5.
 Income (Loss) Per Common Share

 The
Company computes net income (loss) per share in accordance with ASC 260, Earnings Per Share ("EPS"). Under the provisions
of ASC 260, basic net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted-average number
of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) for
the period by the weighted-average number of common and common equivalent shares outstanding during the period. However, common shares
that are considered anti-dilutive are excluded from the computation of diluted EPS. Since the Company had a loss during the years ended
December 31, 2023 and 2022, the basic and diluted net loss per share is the same.

 Potentially
dilutive securities not included in the computation of loss per share for the year ended December 31, 2023, include stock options to
purchase 2,585,000 shares of common stock, pre-funded warrants to purchase 28,014,540 shares of common stock, and warrants to purchase
 150,000 shares of common stock.

 Potentially
dilutive securities not included in the computation of loss per share for the year ended December 31, 2022 stock options to purchase
 2,360,000 shares of common stock, pre-funded warrant to purchase 28,014,540 shares of common stock and warrants to purchase 161,500 shares
of common stock. The shares of common stock potentially issuable to Diopsys upon the resolution of specified contingencies and exercise
of stock options are also excluded from the loss per share calculation for the year ended December 31, 2022.

 6.
 Stock-based compensation:

 The
Company recognizes expense for stock-based compensation in accordance with ASC Topic 718, Stock-Based Compensation. For stock-based
awards, the Company calculates the fair value of the award on the date of grant using the Black Scholes option-pricing model. The expense
is recognized over the service period for awards expected to vest. The estimate of stock-based awards that will ultimately vest requires
judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative
adjustment in the period the estimates are revised. Stock options granted to non-employee consultants are revalued at the end of each
reporting period until vested and the changes in their fair value are recorded as adjustments to expense over the related vesting period.

 7.
 Research and Development costs:

and development costs are expensed as incurred. Costs incurred in obtaining technology licenses outside of business combinations are
charged to research and development expense as acquired in-process research and development if the technology licensed has not reached
technological feasibility and has no alternative future use.

 8.
 Property and Equipment:

 Property
and equipment are stated at cost, net of accumulated depreciation using the straight-line method over their estimated useful lives ( 3
years) once the asset is placed in service. Expenditures for maintenance and repairs, which do not extend the economic useful life of
the related assets, are charged to operations as incurred, and expenditures which extend the economic life are capitalized. When assets
are retired or otherwise disposed of, the costs and related accumulated depreciation or amortization are removed from the accounts and
any gain or loss on disposal is recognized in the consolidated statement of operations for the respective period.

 The
Company's long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount of the asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result
from the use of the asset and its eventual disposition are less than its carrying amount.

 9.
 Recent Accounting Pronouncements:

 A
variety of proposed or otherwise potential accounting standards are currently under study by standard-setting organizations. Due to the
tentative and preliminary nature of those proposed standards, management has not determined whether the implementation of such proposed
standards would be material to the consolidated financial statements of the Company.

 F- 9

 NOTE
C - RELATED PARTY TRANSACTIONS

 Sanovas

 The
Company is related to Sanovas through common ownership and management. Sanovas Ophthalmology is a subsidiary of Sanovas and Jerry Katzman,
the Company's Chief Executive Officer, is also a director of Sanovas Ophthalmology and in such capacity has the right to vote and
dispose of the securities held by such entity.

 Commencing
in 2019, Sanovas began paying expenses on behalf of the Company, and began allocating a portion of expenses and infrastructure costs
to the Company and other entities where Sanovas was performing shared services. Included in such allocated costs is approximately $ 495,000
and $ 344,000 in costs related to an officer of the Company in the year ending December 31, 2023 and 2022, respectively.

 The
following summarizes the transactions between the Company and Sanovas for the years ended December 31, 2023 and 2022:

 SCHEDULE
OF RELATED PARTY TRANSACTIONS

 Year Ended

 2023

 2022

 Balance due to Sanovas – beginning of year

 $
 427,933

 $
 142,721

 Costs paid by Sanovas on the Company's behalf

 -

 79,290

 Costs of Sanovas allocated to the Company

 561,640

 453,047

 Proceeds from costs charged by Sanovas to the Company, net

 103,274

 692,677

 Retirement of due to Sanovas through the issuance of shares to Sanovas Ophthalmology

 ( 1,090,087
)

 ( 939,802
)

 Balance due to Sanovas - end of year

 $
 2,760

 $
 427,933

 The
Company issued 363,362 and 939,802 shares of its common stock to offset amounts due to Sanovas for payment of expenses on behalf of the
Company of $ 1,090,087 and $ 939,802 during the years ended December 31, 2023 and 2022, respectively.

 Sublicense

 On
June 24, 2021, the Company entered into a sublicense agreement ("Sublicense Agreement") with Sanovas Ophthalmology pursuant
to which Sanovas Ophthalmology granted the Company an exclusive worldwide ("Territory") license to certain intellectual property
licensed to Sanovas Ophthalmology by Sanovas Intellectual Property LLC relating to certain technologies for eye and ocular visualization
and monitoring ("Licensed IP") for uses related to the screening, examination, diagnosis, prevention and/or treatment of
any eye disease, medical condition or disorder, or any disease, medical condition or disorder affecting the eye. Pursuant to the Sublicense
Agreement, commencing on the date of the first commercial sale of a Licensed Product (as defined in the Sublicense Agreement), in each
country in the Territory and continuing on a country by country basis until the expiration or termination of the last Valid Claim (as
defined in the Sublicense Agreement) of a licensed patent in such country (the "Royalty End Date"), the Company is obligated
to pay Sanovas Ophthalmology a royalty equal to a mid-single digit percentage of any Net Sales (as defined in the Sublicense Agreement)
of any Licensed Product. The Sublicense Agreement continues until the Royalty End Date, unless earlier terminated pursuant to its terms.
The Sublicense Agreement may be terminated by either party if the other party materially breaches the Sublicense Agreement in a manner
that cannot be cured, or materially breaches the Sublicense Agreement in a manner that can be cured and such breach remains uncured for
more than 30 days after the receipt by the breaching party of notice specifying the breach. Furthermore, the Company may terminate the
Sublicense Agreement at any time upon 90 days written notice to Sanovas Ophthalmology. No royalties have been paid through December 31,
2023 under this Sublicense Agreement.

 Due
to related parties (excluding transactions with Sanovas)

 From
time to time, an officer of the Company, a shareholder of the Company and affiliates of Sanovas advanced funds or paid expenses on behalf
of the Company. There are no formal notes or repayment plans for such advances. As of December 31, 2023 and 2022, the Company had received
an aggregate of $ 457,534 and $ 109,185 pursuant to such advances, respectively.

 Shareholders' notes payable –
See Note G

 F- 10

 NOTE
D - COMMON AND PREFERRED STOCK

to the Company's Amended and Restated Certificate of Incorporation (the "Amended and Restated Certificate of Incorporation"),
filed with the Delaware Secretary of State on January 8, 2018, the Company is authorized to issue 40,000,000 shares of preferred stock
and 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
stock as Series F preferred stock.

to the terms of an employment agreement dated January 1, 2012 (the "Effective Date") by and between Sanovas and Lawrence
Gerrans, the then President and Chief Executive Officer of Sanovas (the "Original Employment Agreement"), in consideration
for Mr. Gerrans' services, Mr. Gerrans was to receive, among other consideration, the following equity securities: (i) 441,177
shares of restricted common stock of each of the wholly-owned subsidiaries of Sanovas, as of the Effective Date (the "Affiliate
Subsidiaries"), representing 7.5 % of the total equity capital of each such subsidiary issued and outstanding as of the date of
grant; and (ii) 5,000 shares of Series F preferred stock of Sanovas and each of the Affiliate Subsidiaries. The Company was incorporated
in Delaware on November 17, 2017, subsequent to the Effective Date, and as such these shares were never issued by the Company because
the Company was not an Affiliate Subsidiary of Sanovas. Thereafter, in May 2015, Mr. Gerrans' Original Employment Agreement was
amended and restated with an effective date of January 1, 2012 (the "Amended and Restated Employment Agreement"), the same
as the Effective Date of the Original Employment Agreement. Pursuant to the Amended and Restated Employment Agreement, in consideration
for Mr. Gerrans' services, Mr. Gerrans was to receive, among other consideration, the following equity securities: (i) 7.5 % of
the total equity capital of each of Sanovas' Affiliate Subsidiaries as of the Effective Date or thereafter formed (collectively,
the "New Subsidiaries"); and (ii) 5,000 shares of Series F preferred stock of Sanovas, each of the Affiliate Subsidiaries
and each of the New Subsidiaries, including the Company. Subsequently, pursuant to a board resolution dated December 1, 2017 approved
by Lawrence Gerrans, the Company's then Chief Executive Officer, President and sole director, in 2018 the Company issued 27,000,000
shares of its common stock to Sanovas Ophthalmology LLC, and issued 3,000,000 shares of its Series F preferred stock to Halo Management
LLC ("Halo"), an entity owned by Mr. Gerrans, for certain enumerated consideration that was purported to have been provided.
Thereafter, and in part based upon the evidence and testimony presented, and verdict and conviction rendered, in the Criminal Action
(discussed below), including, but not limited to, the fact that Mr. Gerrans misled and coerced the board of Sanovas regarding the terms
and need for approval of the Amended and Restated Employment Agreement, the Company's board of directors, acting in concert with
the board of directors of Sanovas, carried out an investigation with respect to actions taken by Mr. Gerrans and have determined that
Halo did not provide the Company with valid consideration for the Series F preferred stock, and the Company disputes whether any of the
shares of the Company issued to Halo were validly issued.

 In
January 2020, a jury in the United States District Court for the Northern District of California found Mr. Gerrans guilty, in a criminal
proceeding (the "Criminal Action"), on 12 felony counts of wire fraud, money laundering, perjury, contempt of court, witness
tampering, and obstruction of justice in connection with his activities as an officer and director of Sanovas. Thereafter, in November
2020, Sanovas commenced an action in the Court of Chancery of the State of Delaware (the "Delaware Action") against Halo
and Mr. Gerrans seeking an order declaring that any rights that Halo and/or Mr. Gerrans may have with respect to any equity securities
in Sanovas and each of its affiliated subsidiaries (including, but not limited to, the Company) are void or voidable and may be cancelled.
The Delaware Action is currently still pending.

 On
November 21,2021, the Company's Board of Directors resolved to rescind the 3,000,000 shares of Series F preferred stock purported
to be issued to Halo Management Group LLC for lack of contract consideration. The Company is aware that the management/ownership of Halo
Management Group LLC may dispute this decision however, the Company is prepared to defend its decision in this case. In addition, the
Company reserves the right to void the shares and adjust its filings accordingly if necessary.

 Common
Stock

2019, the Company commenced a private offering of its shares of common stock at a purchase price of $ 1.00 per share. For the year ended
December 31, 2022, the Company sold an aggregate of 60,500 shares of its common stock, and the offering was concluded. No shares were
sold in 2023.

 The
common stockholders, voting as a separate class, are entitled to elect one member of the Board of Directors.

 Preferred
Stock

 As
of December 31, 2023 and December 31, 2022, there were 3,000,000 shares of preferred stock designated as Series F preferred stock, none
of which were outstanding. The rights and privileges of the Series F preferred stock are summarized as follows:

 F- 11

 Voting
Privileges and Protective Features:

 Each
holder of outstanding shares of Series F preferred stock is entitled to cast the number of votes equal to the number of whole shares
of common stock into which the Series F preferred stock held by such holder are convertible as of the record date for determining stockholders
entitled to vote on such matter. The holders of record of a majority of outstanding Series F preferred stock shall be entitled to elect
two of the members of the Board of Directors of the Company. The right to elect two directors shall terminate on the date upon which
there are less than 25,000 shares of Series F preferred stock issued and outstanding.

 For
so long as at least 25,000 shares of Series F preferred stock remain outstanding, the vote or written consent of the holders of the majority
of the outstanding shares of Series F preferred stock is necessary for the Company to conduct certain corporate actions, including, but
not limited to, merger, consolidation or dissolution of the Company; certain amendments to the Certificate of Incorporation or bylaws
of the Company; authorization or issuance of shares of any additional class or series of capital stock unless the same ranks on parity
or junior to the Series F preferred stock with respect to voting rights.

 Redemption:

 The
Series F preferred stock does not have redemption features.

 Dividends:

 There
are no stated dividends on the Series F preferred stock.

 Conversion:

 Each
share 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
stock at a conversion rate as is determined by dividing the Series F Original Issue Price by the Series F Conversion Price. "Series
F Original Issue Price" initially means $0.01 and "Series F Conversion Price" initially means $0.01, as adjusted for
any dilutive transaction such as stock splits, certain dividends, mergers or acquisitions.

 All
of the outstanding shares of Series F preferred stock will automatically convert into shares of the Company's common stock upon
the consummation of an underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933,
as 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
F preferred shareholders.

 NOTE
E - STOCK PLAN

 The
Company has reserved 10,000,000 shares of common stock for issuance to employees or consultants from the RetinalGenix Technologies Inc.
2017 Equity Incentive Plan (the "Plan"). The Company may grant stock options, restricted stock or other types of equity incentive
instruments under the Plan.

 In
August 2022, the Company issued stock options to purchase up to 500,000 shares of common stock at an exercise price of $ 1.00 per share
to members of the Company's medical advisory board and consultants pursuant to the Plan. The options vest over a three-year period.
The estimated aggregate fair value of the stock options at the date of grant was determined to be $ 287,487 using a Black Scholes model.

 In
September 2023, the Company issued stock options to purchase up to 300,000 shares of common stock at an exercise price of $ 3.00 per share
to consultants pursuant to the Plan. The options vest immediately and are exercisable over a three-year period. The estimated aggregate
fair value of the stock options at the date of grant was determined to be $ 350,175 using a Black Scholes model.

 The
Company recognized $ 664,208 and $ 259,300 of stock-based compensation expense during the years ended December 31, 2023 and 2022, respectively,
related to stock options which is included in the accompanying consolidated statements of operations. As of December 31, 2023, there
was approximately $ 341,000 of total unrecognized compensation expense related to non-vested share-based compensation arrangements granted
under the Plan. That cost is expected to be recognized over a weighted-average period of approximately 0.8 years.

 At
December 31, 2023, there were 4,815,000 shares available to be issued under the Plan. The following table summarizes stock option activity
of the Plan through December 31, 2023:

 SCHEDULE
OF STOCK OPTION ACTIVITY

 Options Issued

 Weighted-Average
 Exercise Price

 Options outstanding – December 31, 2021

 1,882,500

 $
 1.00

 Granted

 502,500

 1.00

 Canceled

 -

 -

 Exercised

 ( 25,000
)

 1.00

 Options outstanding – December 31, 2022

 2,360,000

 1.00

 Granted

 300,000

 3.00

 Canceled

 -

 Forfeited

 ( 75,000
)

 1.00

 Exercised

 -

 Options outstanding – December 31, 2023

 2,585,000

 $
 1.23

 F- 12

 Additional
information regarding the exercisable options and average remaining contractual life of the options outstanding as of December 31, 2023
is as follows:

 SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE

 Exercise Price

 Outstanding

 Weighted Average
 Remaining
 Contractual Life

 Exercisable at
 December 31, 2022

 Exercisable at
 December 31, 2023

 $
 1.00

 2,285,000

 6.9 Years

 1,204,444

 1,796,111

 $
 3.00

 300,000

 2.9 years

 -

 300,000

 2,585,000

 1,204,444

 2,096,111

 The
fair value of each option grant was estimated on the date of grant to be $ 1.17 per share using the Black-Scholes option-pricing model
with the following assumption weighted-averages in 2023:

 SCHEDULE OF STOCK OPTIONS FAIR VALUE ASSUMPTIONS

 Risk-free interest rates

 2.85
 %

 Expected life in years

 1.5

 Expected volatility

 %

 Expected dividend yield

 %

 Fair value common stock

 $
 3.00

 The
fair value of each option grant was estimated on the date of grant to be $ 0.56 per share using the Black-Scholes option-pricing model
with the following assumption weighted-averages in 2022:

 Risk-free interest rates

 2.19
 %

 Expected life in years

 3.5

 Expected volatility

 %

 Expected dividend yield

 %

 Fair value common stock

 $
 1.00

 The
risk-free interest rate assumption is determined using the yield currently available on U.S. Treasury zero-coupon issues with a remaining
term commensurate with the expected term of the award. Management has estimated expected volatility based on similar comparable industry
sector averages. Expected life of the option represents the period of time options are expected to be outstanding. The estimate for dividend
yield is 0 % because the Company has not historically paid, and does not intend to pay a dividend on its common stock in the foreseeable
future.

 NOTE
F - WARRANTS

 The
following table summarizes warrant activity through December 31, 2023:

 SCHEDULE
OF WARRANTS ACTIVITY

 Warrants Issued

 Weighted-Average
 Exercise Price

 Warrants outstanding – December 31, 2021

 199,000

 $
 1.07

 Granted

 -

 -

 Canceled

 ( 12,500
)

 1.00

 Exercised

 ( 25,000
)

 1.00

 Warrants outstanding – December 31, 2022

 161,500

 1.09

 Granted

 -

 Canceled

 ( 11,500
)

 1.00

 Exercised

 -

 Warrants outstanding – December 31, 2023

 150,000

 $
 1.10

 F- 13

 Additional
information regarding the warrants outstanding as of December 31, 2023 is as follows:

 SCHEDULE
OF WARRANTS OUTSTANDING

 Exercise Price

 Outstanding

 Weighted Average
 Remaining
 Contractual Life

 Exercisable

 $
 1.10

 150,000

 4.3 Years

 150,000

 Pre-funded
Warrant

 On
December 27, 2021, the Company entered into an exchange agreement with Sanovas Ophthalmology (the "Exchange Agreement") pursuant
to which it exchanged 28,014,540 shares of common stock (the "Exchange Securities") held by Sanovas Ophthalmology for a pre-funded
warrant (the "Pre-funded Warrant") to purchase up to an aggregate of 28,014,540 shares of the Company's common stock.
The Pre-funded Warrant is immediately exercisable at an exercise price of $ 0.0001 per share and terminates when exercised in full. As
part of the Exchange Agreement, Sanovas Ophthalmology relinquished any and all rights related to the Exchange Securities.

 NOTE
G – SHAREHOLDERS' NOTES PAYABLE

2021, the Company borrowed an aggregate of $ 74,000 from several stockholders pursuant to note agreements bearing interest at 8 % per annum
and maturing December 31, 2022. The Company has informally extended the maturity date to December 31, 2024 under the same terms. During
the year ended December 31, 2022, one of the noteholders exercised outstanding warrants with an aggregate exercise price of $ 25,000 through
the offset of the note payable due to such noteholder from the Company, such that $ 49,000 remain outstanding at December 31, 2023 and
December 31, 2022. Interest expense amounted to $ 3,840 and $ 5,140 for the years ended December 31, 2023 and 2022, respectively. The accrued
interest payable at December 31, 2023 and December 31, 2022 was $ 11,599 and $ 7,759, respectively.

 NOTE
H – INCOME TAXES

 The
Company had no current income tax expense for the years ended December 31, 2023 and 2022 due to operating losses. The effective income
tax rate for the years ended December 31, 2023 and 2022 is zero, as the deferred tax benefits are fully offset by the valuation allowance
against such deferred income tax assets.

 At
December 31, 2023, the Company had net operating loss carryforwards ("NOL") of approximately $ 5,500,000 for federal
income tax purposes of which $ 4.725,000 has no expiration date, $ 775,000 which begins to expire in 2034, and approximately
$5,400,000 for state income tax purposes which begins to expire in 2030.

 The
resulting net deferred tax assets were approximately $ 3,316,000 ($ 1,650,000 applicable to net operating loss carryforwards,
$ 444,000 applicable to stock-based compensation, $ 610,000 related to intangible assets and $ 612,000 applicable to accruals)
at December 31, 2023; and $ 2,690,000 ($ 1,372,000 applicable to net operating loss carryforwards, $ 244,000 applicable to
stock based compensation $ 610,000 related to intangible assets and $ 464,000 applicable to accruals) at December 31, 2022. Such deferred
tax assets have been fully reserved due to the uncertainty of future realization. The valuation allowance increased by approximately
$ 626,000 and $ 1,511,000 at December 31, 2023 and 2022, respectively. In assessing the realizability of deferred tax assets,
management considered whether it is more likely than not that some portion or all of the deferred taxes will not be realized. The ultimate
realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary
differences become deductible.

 Due
to the change in ownership provisions of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), the
availability of the Company's NOL carryforwards may be subject to annual limitations against taxable income in future periods,
which could substantially limit the eventual utilization of such carryforwards. The Company has not analyzed the historical or potential
impact of its equity financings on beneficial ownership and therefore no determination has been made whether the NOL carryforward is
subject to any Internal Revenue Code Section 382 limitation. To the extent there is a limitation, there would be a reduction in the deferred
tax asset with an offsetting reduction in the valuation allowance.

 The
Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. The open years for tax examination
are 2017 and thereafter.

 NOTE
I - SUBSEQUENT EVENTS

 The Company has evaluated the effect of events and transactions subsequent to December 31, 2023 through the date
of issuance of the consolidated financial statements and determined that no subsequent events have occurred that require recognition in
the consolidated financial statements.

 In
March 2024, a stock option was exercised for the issuance of 150,000 shares of common stock. The Company received $ 150,000 in proceeds
from such exercise.

the first quarter of 2024, the Company issued stock options and warrants for the issuance of 1,585,000 shares of common stock to
consultants, board members, and advisors at an exercise price of $ 3.00 per share. Of those warrants, 635,000 warrants in aggregate
were granted to officers and directors exercisable at $ 3.00 per warrant as follows: Jerry Katzman, MD 300,000 shares, Virender
Ahluwalia 50,000 shares, Herbert Gould, MD 160,000 shares, Dessy Boneva, MD 50,000 shares, Vinay Mehindru, MD 75,000
shares.

 In March 2024, the Company issued 75,000 shares of common stock in settlement of $ 150,000 of
accounts payable.

 F- 14

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

 None.

 ITEM
9A. CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls

 Our
management, with the participation of our Chief Executive Officer and our Interim Chief Financial Officer, evaluated the
effectiveness of our disclosure controls and procedures as of December 31, 2023. We are required to maintain disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are designed to be effective in providing
reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is
accumulated and communicated to our management, including our principal executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding required disclosure. We have adopted and maintain disclosure controls and
procedures (as defined Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to provide reasonable assurance that
information required to be disclosed in the reports filed under the Exchange Act, such as this Annual Report, is collected,
recorded, processed, summarized, and reported within the time periods specified in the rules of the SEC. Our disclosure controls and
procedures are also designed to ensure that such information is accumulated and communicated to management to allow timely decisions
regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the
cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as
of December 31, 2023, our Chief Executive Officer and our Interim Chief Financial Officer concluded that, as of such a date, our
disclosure controls and procedures were not effective due to the material weaknesses in our internal control over financial
reporting, described below.

 Management's
Report on Internal Control over Financial Reporting

 In
connection with the preparation of this Annual Report on Form 10-K, we carried out an evaluation based on the criteria in Internal Control
— Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, under the supervision
and with the participation of management, including our principal executive officer and principal financial officer, of the effectiveness
of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based upon
that evaluation, due to a material weakness in our internal control over financial reporting relating to a lack of segregation of duties,
management concluded that our disclosure controls and procedures were ineffective as of December 31, 2023.

 A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that a reasonable
possibility exists that a material misstatement of our financial statements would not be prevented or detected on a timely basis. We
are considering various remediation measures, including hiring internal accounting resources or using outside providers to provide additional
resources and capabilities as well as implementing a more formal accounting and financial reporting system to mitigate such material
weakness, but have not yet adopted or implemented any such measures. When we have sufficient business activity and funding available,
we intend to begin to implement remediation measures to address our material weakness and improve our internal control over financial
reporting and disclosure controls and procedures. We hope to complete the implementation, remediation and test of the new procedures
in the second half of 2024, as resources permit us to spend time and money on building finance infrastructure.

 Management
is actively engaged in the planning for, and implementation of, remediation efforts to address our material weakness and improve our
internal control over financial reporting and disclosure controls and procedures. We are developing new procedures that we are implementing
and will be testing in the third and fourth quarters of 2024, and we hope to complete the implementation, remediation and test of the
new procedures by the end of the year.

 Changes
in Internal Control Over Financial Reporting

the quarter ended December 31, 2023, we hired Mr. Ahluwalia to serve as our Interim Chief Financial Officer since November 2023. Other
than the hiring of Mr. Ahluwalia there have been no changes in our internal controls over financial reporting that materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.

 Limitations
on Effectiveness of Controls and Procedures

 In
designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how
well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of
controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management
is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 ITEM
9B. OTHER INFORMATION

 In March 2024, the Company issued 75,000 shares of common stock in settlement
of $150,000 of accounts payable.

 In March 2024, a stock option was exercised for the
issuance of 150,000 shares of common stock. The Company received $150,000 in proceeds from such exercise.

 During the first quarter of 2024, the Company issued
stock options and warrants for the issuance of 1,585,000 shares of common stock to consultants, board members, and advisors at an exercise
price of $3.00 per share. Of those warrants, 635,000 warrants in aggregate were granted to officers and directors exercisable at $3.00
per warrant as follows: Jerry Katzman, MD 300,000 shares, Virender Ahluwalia 50,000 shares, Herbert Gould, MD 160,000 shares, Dessy Boneva,
MD 50,000 shares, Vinay Mehindru, MD 75,000 shares.

 The offers,
sales and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance
upon (i) Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as transactions by an issuer not involving
a public offering.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
applicable.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 The
following table sets forth the name, age and positions of our executive officers and directors.

 NAME

 AGE

 POSITION

 Jerry
 Katzman

 Chief
 Executive Officer, President and Director

 Virender
 Ahluwalia

 Interim
 Chief Financial Officer

 Herbert
 Gould

 Vinay
 Mehindru

 Dessislava
 (Dessy) Boneva

 The
business background and certain other information about our directors and executive officers is set forth below.

 Jerry
Katzman. Jerry Katzman has served as the Company's Chief Executive Officer and President since December 2018 and a member of
the Company's board of directors since August 2018. In addition, since December 2018, he has served as the Chief Executive Officer,
President and Chairman of the board of directors of Sanovas Inc. In 2013, he founded Disruptor Technologies, a marketing and consulting
company and served as founder, Chief Executive Officer and President. Dr. Katzman previously served in various capacities including ophthalmologist
and founder of the Ophthalmology department at Brandon Surgical Group in Brandon, Florida; Founder, President, Chief Medical Officer
and a director of Eye Care International, the national's largest non-insurance based discount vision network consisting of ophthalmologists,
optometrists, opticians and optical outlets; Chief Medical Officer and director of Amacore Group, Inc., the successor of Eye Care International,
Inc.; Chief Executive Officer and President of Clinical Control Systems, Inc., an electronic medical record development and marketing
firm; and Executive Vice President of Strategic Development of Comprehensive Behavioral Care. Since August 2019, Dr. Katzman has served
as a member of the board of directors of Paradigm Medical Industries, Inc. Dr. Katzman received his bachelor of science in biomedical
engineering from Boston University and his M.D. from Universidad de Guadalajara in Jalisco, Mexico.

 We
believe Dr. Katzman is qualified to serve as a member of our board of directors because of his proven track record as a leader within
the ophthalmology field.

 Virender
Ahluwalia. Mr. Ahluwalia has served as the Company's Interim Chief Financial Officer since November 2023. He has over 25 years
of experience in finance and operations. Since February 2022, he has served as the general partner of Yes Labs, a management advisory
firm providing services to early stage and high growth small and midsized enterprises. From June 2020 until January 2022, Mr. Ahluwalia
served as the Chief Financial Officer of RC Global, Inc., a leading supplier of supply chain management services to the consumer-packaged
goods ("CPG") industry. From January 2019 until April 2020, he served as the Chief Financial Officer of Coastal Holding Company,
a vertically integrated, CPG cannabis and health consumer products company with multiple subsidiaries focused in the retail, delivery,
distribution and manufacturing operations. From July 2017 to September 2018, he served as an Executive Vice President at Sanovas, Inc.,
a company seeking to develop the next generation of minimally invasive surgical tools and technologies. Mr. Ahluwalia holds a Bachelor
of Science degree in engineering from National Institute of Technology (NIT), Kurukshetra University, India and an MBA (Finance) from
Northeastern University, Boston. He also holds a Certified in Production and Inventory Management (CPIM) certification.

 Herbert
Gould. Herbert Gould has served as a member of the Company's board of directors since April 2019. Since 2007, he has served
as a Medical Director of Nutraceutical Delivery Corporation, a drug delivery system company. He previously served in various capacities
including Medical Director of Diamond Vison Laser Center; Teaching Fellow and Assistant Clinical Professor in Ophthalmology at State
University of New York; Associate Clinical Professor at New York Medical College; Instructor at American Academy of Ophthalmology; and
Attending Surgeon at Westchester County Medical Center and New York Eye & Ear Infirmary. Dr. Gould also served as a Flight Surgeon
for the U.S. Air Force. Since January 2019, Dr. Gould has served as a director of Sanovas, Inc., and since August 2019, he has served
as a member of the board of directors of Paradigm Medical Industries, Inc. Dr. Gould received his bachelor-of-arts from Bowdoin College
and his M.D. from Columbia University. Dr. Gould is a board-certified ophthalmologist.

 We
believe Dr. Gould is qualified to serve as a member of our board of directors because of his expertise and professional contacts in the
ophthalmology field.

 Vinay
Mehindru. Vinay Mehindru has served as a member of the Company's board of directors since July 2022. Dr. Mehindru, is a multi-talented
top-level executive with over 25 years of healthcare experience. He has been Chief Executive Officer of Exemplary Health, LLC from February
2019 to present. From January 2018 through January 2019, he was President of Advent Health Provider Network and from October 2014 through
December 2017 he was the President of West Florida Health Network. His leadership spans population health and financial performance management.
He has led multiple physician performance enhancement strategies and built stakeholder alliances with clinical and financial integration.
He is currently serving on the board of Sanovas, Inc., SteriView Technologies, Inc., Intubation Science, Inc, SinuGeniX,
Inc., OtoGeniX Inc., PulmoGeniX Technologies, Inc. and GastroGeniX, Inc.

 Dr.
Mehindru graduated from medical school in India. At age 27, he served on the faculty of the Cleveland Clinic where he was a top-tier
internal medicine resident and did research in gastroenterology. Dr. Mehindru has a second residency from the University of Florida in
emergency medicine. For 16 years, he had been an instructor teaching difficult airway management for both cardiovascular life support
and pediatric advanced life support.

 At
the University of Texas at Dallas, he received an Executive MBA with honors in 2009, earning the Beta Gamma Sigma Award offered only
to the world's top 5% of business students.

 We
believe Dr. Mehindru is qualified to serve as a member of our board of directors because of his expertise healthcare field.

 Dessislava
(Dessy) Boneva. Dessy Mehindru has served as a member of the Company's board of directors since December 4, 2023. Dr. Boneva
is an experienced trauma surgeon skilled in trauma, surgical critical care, emergency surgery, and acute care surgery. She is in practice
with Kendall Regional Medical Center in Miami, Florida. With two decades of experience, she is board-certified in surgery and surgical
critical care by the American Board of Surgery (ABS). In her academic role, Dr. Boneva serves as Surgery Clerkship Director/Clinical
Assistant Professor of Surgery at Nova Southeastern University's Dr. Kiran C. Patel College of Allopathic Medicine. A Fellow of
the American College of Surgeons (FACS), she is a member of the Society of Critical Care Medicine, the Panamerican Trauma Society, the
Eastern Association for the Surgery of Trauma, and the American Association for the Surgery of Trauma. In addition, she holds certifications
in Advanced Trauma Life Support (Instructor), Advanced Surgical Skills for Exposure in Trauma, Advanced Trauma Operative Management,
Basic Life Support, and Pediatric Advanced Life Support.

 Dr.
Boneva performed her residencies in general surgery at the University of Maryland and Dartmouth College. This was followed by fellowship
training at the Johns Hopkins University in Surgical Critical Care and the R Adams Cowley Shock Trauma Center in Trauma and Acute Care
Surgery in 2010 and 2011, respectively.

 We
believe Dr. Boneva is qualified to serve as a member of our board of directors because of her expertise in the healthcare field.

 Family
Relationships

 There
are no family relationships among any of our executive officers and directors.

 Arrangements
between Officers and Directors

 Except
as set forth herein, to our knowledge, there is no arrangement or understanding between any of our officers or directors and any other
person pursuant to which the officer or director was selected to serve as an officer or director.

 Involvement
in Certain Legal Proceedings

 We
are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters
in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set
forth under Item 401(f) of Regulation S-K.

 Committees
of Our Board of Directors

 We
presently do not have an audit committee, compensation committee or nominating and corporate governance committee or committee performing
similar functions, as management believes that we are in an early stage of development to form an audit, compensation, or nominating
committee. We currently do not have an audit committee financial expert for the same reason that we do not have board committees. Currently,
our board of directors acts as our audit, nominating, corporate governance and compensation committees. We intend to appoint persons
to the board of directors and committees of the board of directors as required to meet the corporate governance requirements of a national
securities exchange, although we are not required to comply with these requirements until we are listed on a national securities exchange.

 Medical
Advisory Board

 In
2019, the board of directors formed a Medical Advisory Board. The members of such board are Larry Perich, D.O., Jack M. Dodick, M.D.,
Marguerite B. McDonald, M.D., Lawrence A. Yannuzzi, M.D. and Ahmed Mohiuddin, M.D.

 Larry
Perich, D.O.

 Dr.
Perich, a board-certified Ophthalmologist, has been in practice for the past 39 years in the Tampa Bay Area, developing one of the first
laser refractive centers in SE and 3 ambulatory surgery centers in addition to 6 offices in four counties with 94 employees. He has performed
over 75,000 cataract surgeries in addition to excelling in corneal transplants, glaucoma, and cosmetic surgical procedures.

 The
Perich Eye Centers is also one of the largest providers of several Medicare advantage plans in the state of Florida for the past 37 years,
providing eye care to over 120,000 patients annually.

 Dr.
Perich is the Program Director for an ophthalmology residency for HCA/USF Bayonet Point, presently training for the past 8 years.

 He
graduated from the University of Southern California in 1973, studying Biochemistry and cinema photography. Dr. Perich graduated from
Chicago College of Osteopathic Medicine in 1978, an Internship at Sun Coast Hospital in Largo, Florida, and completed an Ophthalmology
residency at Metropolitan Hospital in Grand Rapids, Michigan in 1983.

 Larry
Perich was born in Warren, Ohio to his parents, Pete and Anne, whose careers as a professional photography family, provided the education
for Dr. Perich to excel in the photographic business. He used his skills as an accomplished photojournalist to become the editor /photographer
for the yearbooks for high school, college, and medical school.

 Jack
M. Dodick, M.D.

 Jack
M. Dodick M.D. is a world-renowned eye surgeon who has devoted his professional life to teaching, innovation, and patient care. He is
currently Professor and formerly, Chairman, Department of Ophthalmology, at the New York University School of Medicine, one of the largest
eye residency training programs in the United States. Prior to that, he served as Chairman, Department of Ophthalmology at the Manhattan,
Eye, Ear and Throat Hospital in New York for over 20 years.

 As
a teacher and Departmental Chairman over the past 40 years, he has supervised and participated in training hundreds of eye surgeons who
now practice throughout the United States and abroad. Dr. Dodick was a pioneer in the use of intraocular lens implants following cataract
surgery. He is a past president of the American Society of Cataract and Refractive Surgery, the world's largest organization of
Cataract and Refractive surgeons.

 He
has served as President of numerous other Ophthalmological Societies throughout his career. Dr. Dodick is the author of several publications
and book chapters on the subject of Cataract and Implant surgery and has presented over two hundred lectures on the subject throughout
the world. He has performed eye surgery to teach his techniques in over 20 countries worldwide.

 Many
of his students have gone on to render eye care to countless numbers of people worldwide. He has participated in several clinical trials
of devices and drugs related to his field. His innovations include several surgical instruments which bear his name and the first to
publish on a laser-based technology to remove human cataracts which he invented, developed, and received marketing approval from the
FDA.

 Marguerite
B. McDonald, M.D.

 Dr.
MacDonald has been a legend in ophthalmology since she performed one of the first laser corrections of the human eye in 1994. She also
performed the first wavefront-based laser surgeries in the U.S. Since then she has been globally recognized as an authority in laser
refractive procedures and ocular surface disease. She has given nearly 600 presentations worldwide and published chapters in over 80
textbooks. She is a member of many prestigious ophthalmological societies. In 2012 she became the first person to receive the Visionary
Woman Award from the group Ophthalmic Women Leaders. Dr. McDonald has also been nominated for woman of the year in ophthalmology by her
alma mater, The Vagelos College of Physicians and Surgeons of Columbia University.

 Lawrence
A. Yannuzzi, M.D.

 Dr.
Yannuzzi is the founder of VRMNY as well as vice-chairman and director of the LuEsther T. Mertz Retinal Research Center of the Manhattan
Eye, Ear & Throat Hospital. He is also the founder and president of The Macula Foundation, Inc., which has distributed several million
dollars to eye research across the country.

 Dr.
Yannuzzi has made numerous innovative and lasting contributions in imaging, drug development, and therapeutic modalities. He was the
first to use oral non-steroid anti-inflammatory medication for the treatment of cystoid macular edema and developed an eye drop to treat
this condition.

 He
has described new diseases as well as new associations and manifestations of established entities and photosensitization. He has published
over 550 scientific papers and 13 books, which have earned him respect and admiration in the ophthalmic-retinal community.

 He
is well recognized as a devoted and excellent educator, a superb clinical diagnostician, and a prolific organizer of retinal meetings
worldwide.

 Dr.
Yannuzzi is the recipient of numerous awards, including an honorary doctorate by the University of Ancona, the Michelson Award for Retinal
Vascular Disease, a Distinguished Alumnus Award by Boston University, the Henkind, Gass, and Patz Medals by The Macula Society, the Alcon
Research Award, the Herman Wacker Award of the Club Jules Gonin, the Arthur J. Bedelle Award, the Retinal Research Award and the Gass
Medal of the Retina Society, the Bietti Medal, the Pisart Award from the Lighthouse International, and the Lifetime Achievement Award
by the American Academy of Ophthalmology.

 Ahmed
Mohiuddin, M.D.

 Dr.
Mohiuddin was the early adopter of telemedicine and established telemedicine programs in India and Dubai. He has been an advisor to several
governments around the world. He is currently the Chairman and CEO New England Heart Center, Director, New England Heart Center Foundation,
Diplomate, American Board of Internal Medicine, Diplomate, American Board of Cardiovascular Diseases, Fellow, American College of Cardiology,
Chief Emeritus of Cardiology, New England Baptist Hospital in Boston, Affiliated with Brigham and Women's Hospital and Beth Israel
Deaconess Medical Center (both are major Harvard Medical School hospitals).

 Dr.
Mohiuddin is an internationally renowned cardiologist seeing patients from many countries such as Greece, Saudi Arabia, all of the Gulf
countries, India, Pakistan, Malaysia, China, and several South American countries.

 ITEM
11. EXECUTIVE COMPENSATION

the year ended December 31, 2023, our executive officers did not receive any compensation, except our Interim Chief Financial Officer received a payment of $2,500.

 Outstanding
Equity Awards at December 31, 2023

 As
of December 31, 2023, there were no outstanding equity awards held by any of our executive officers. As noted in Section 5, we issued
options and warrants to officers and directors in the first quarter of 2024.

 Non-Employee
Director Compensation

 The
following table sets forth information regarding all forms of compensation that were both earned by and paid to our non-employee directors
during the year ended December 31, 2023.

 Name

 Fees Earned or
 Paid in Cash ($)

 Option
 Awards (1)

 All Other
 Compensation ($)

 Total

 Herbert Gould

 $
 —

 $
 —

 $
 —

 $
 —

 Vinay Mehindru

 $
 —

 $
 -

 $
 —

 $
 -

 Dessislava Boneva

 $
 —

 $
 —

 $
 —

 $
 —

 (1)

 This
 column indicates the aggregate grant date fair value, as determined in accordance with Financial Accounting Standards Board Accounting
 Standards Codification Topic 718, Compensation — Stock Compensation ("FASB ASC Topic 718"), of option awards granted
 as of their respective grant date. See "Note B, paragraph 7 — Stock-based compensation" of the Notes to Consolidated
 Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023 for an explanation of the assumptions
 made in valuing these awards.

 The
aggregate number of option and stock awards outstanding as of December 31, 2023 for each non-employee director was as follows:

 Name

 Option
 Awards
 (#)

 Stock
 Awards
 (#)

 Herbert Gould

 —

 —

 Vinay Mehindru

 500,000

 -

 Dessislava Boneva

 —

 —

 Employment
and Consulting Agreements

the year ended December 31, 2023, we entered into a consulting agreement (the "Consulting Agreement") with Trendz
Network, LLC, a limited liability company owned by Virender Ahluwalia ("Trendz") for Mr. Ahluwalia to serve as our
Interim Chief Financial Officer. In connection therewith, Mr. Ahluwalia received $2,500 in December 2023 and was granted 50,000
warrants on January 5, 2024. The Consulting Agreement provides that Trendz will be compensated at the rate of $300 per hour, will
be paid a base cash compensation of $15,000 over the term of the Consulting Agreement, with $2,500 paid upon signing of the Consulting Agreement, $2,500 due 45 days
thereafter and the $10,000 balance subject to the Company's raising capital of $1,000,000. The Consulting Agreement may be terminated upon
30 days' notice by either party and immediately with notice upon a material breach.

 2017
Equity Incentive Plan

 Summary

 Our
2017 Equity Incentive Plan (the "2017 Plan") was adopted by our board of directors on December 1, 2017 and by our stockholders
on December 1, 2017. Having an adequate number of shares available for future equity compensation grants is necessary to promote our
long-term success and the creation of stockholders' value by:

 Enabling
 us to continue to attract and retain the services of key service providers who would be eligible to receive grants;

 Aligning
 participants' interests with stockholders' interests through incentives that are based upon the performance of our common
 stock;

 Motivating
 participants, through equity incentive awards, to achieve long-term growth in our business, in addition to short-term financial performance;
 and

 Providing
 a long-term equity incentive program that is competitive as compared to other companies with whom we compete for talent.

 The
2017 Plan permits the discretionary award of options, including non-qualified stock options ("NQSOs") and incentive stock
options ("ISOs"), restricted shares, deferred stock, restricted stock units ("RSUs"), or stock appreciation rights
("SARs"). The 2017 Plan will remain in effect until the earlier of (i) December 1, 2027 and (ii) the date upon which the
2017 Plan is terminated pursuant to its terms, and in any event subject to the maximum share limit of the 2017 Plan. The 2017 Plan provides
for the reservation of 10,000,000 shares of common stock for issuance thereunder.

 Key
Features of the 2017 Plan

 Certain
key features of the 2017 Plan are summarized as follows:

 If
 not terminated earlier by our board of directors, the 2017 Plan will terminate on December 1, 2027.

 Up
 to a maximum aggregate of 10,000,000 shares of common stock may be issued under the 2017 Plan. The maximum aggregate fair market
 value with respect to ISOs are exercisable for the first time by such grantee during any calendar year may not exceed $100,000.

 The
 2017 Plan will generally be administered by the Board of Directors or a committee (the "Committee"), comprised of two or
 more directors who may be appointed by the board from time to time.

 Employees,
 consultants and board members are eligible to receive awards, provided that the Committee has the discretion to determine (i) who
 shall receive any awards, and (ii) the terms and conditions of such awards.

 Awards
 may consist of ISOs, NQSOs, restricted shares, deferred stock, RSUs and SARs.

 Stock
 options and SARs may not be granted at a per share exercise price below the fair market value of a share of our common stock on the
 date of grant. If stock options or SARs are granted to a ten percent owner, they may not be granted at a per share exercise price
 below 110% of the fair market value of a share of our common stock on the date of grant.

 The
 maximum exercisable term of stock options and SARs may not exceed ten years (five years if the grantee is a ten percent owner).

 Eligibility
to Receive Awards. Employees, consultants and board members of the Company and its subsidiaries are eligible to receive awards
under the 2017 Plan. The Committee determines, in its discretion, the selected participants who will be granted awards under the 2017
Plan.

 Shares
Subject to the 2017 Plan. The maximum number of shares of common stock that can be issued under the 2017 Plan is 10,000,000 shares.
The shares underlying forfeited or terminated awards (without payment of consideration), or unexercised awards become available again
for issuance under the 2017 Plan.

 Administration
of the 2017 Plan. The 2017 Plan will be administered by the Committee, which shall consist of two or more directors who may be
appointed by the board from time to time. Subject to the terms of the 2017 Plan, the Committee has the sole discretion, among other things,
to:

 Select
 the individuals who will receive awards;

 Determine
 the terms and conditions of awards (including the number of shares to which an award will relate, any option price, grant price or
 purchase price, any limitation or restriction, any performance conditions, forfeiture restrictions, any performance goals and/or
 vesting schedules and the terms of the grants);

 Determine
 whether or not specific awards shall be granted in connection with other specific awards, and if so, whether they shall be exercisable
 cumulatively with, or alternatively to, such other specific awards and all other matters to be determined in connection with an award;

 Offer
 to exchange or buy out any previously granted award for a payment of cash, shares or other award; and

 Interpret
 the provisions of the 2017 Plan and outstanding awards.

 Types
of Awards.

 Stock
Options. A stock option is the right to acquire shares at a fixed exercise price over a fixed period of time, not to exceed ten
years from its grant date. The Committee will determine, among other terms and conditions, the number of shares covered by each stock
option and the exercise price of the shares subject to each stock option, but such per share exercise price cannot be less than the fair
market value of a share of our common stock on the date of grant of the stock option. The exercise price of each stock option granted
under the 2017 Plan must be paid in full at the time of exercise, either with cash or through another method approved by the Committee.
Stock options granted under the 2017 Plan may be either ISOs or NQSOs.

 SAR.
A SAR is the right to receive, upon exercise, an amount equal to the difference between the fair market value of the shares on the date
of the SAR's exercise and the aggregate exercise price of the shares covered by the exercised portion of the SAR. The Committee
determines the terms of SARs, including the exercise price (provided that such per share exercise price cannot be less than the fair
market value of a share of our common stock on the date of grant), the vesting and the term of the SAR. Settlement of a SAR may be in
shares of common stock, in cash, or in other property or any combination thereof, as the Committee may determine.

 Restricted
Shares. A restricted share award is the grant of shares of our common stock to a selected participant and such shares may be
subject to a substantial risk of forfeiture until specific conditions or goals are met. The restricted shares may be issued with or without
cash consideration being paid by the selected participant as determined by the Committee. The Committee also will determine any other
terms and conditions of an award of restricted shares.

 Deferred
Stock. Deferred stock is a right to receive shares at the end of a specified deferral period.

 RSUs.
RSUs are the right to receive an amount equal to the fair market value of the shares covered by the RSU at some future date after the
grant. The Committee will determine all of the terms and conditions of an award of RSUs. Payment for vested RSUs may be in shares of
common stock or in cash, or any combination thereof, as the Committee may determine. RSUs represent an unfunded and unsecured obligation
for us, and a holder of a stock unit has no rights other than those of a general creditor.

 Limited
Transferability of Awards. Awards granted under the 2017 Plan generally are not transferrable other than by will or by the laws
of descent and distribution. In addition, in the event a holder desires at any time to sell or otherwise transfer all or part of his
shares (the "Offered Shares") under the 2017 Plan, then such holder shall first give us written notice of such proposed sale
or transfer including the terms of such sale or transfer, and we shall have the right at any time, within 30 days after receipt of such
notice, to elect to purchase all or any portion of the Offered Shares at the price and on the terms set forth in the notice. Furthermore,
in the event the holders of a majority of our voting capital then outstanding determine to sell or otherwise dispose or all or substantially
all of our assets or all or 50% or more of our capital stock to any person (other than to our affiliate(s) or to the Majority Shareholders
(as defined in the 2017 Plan)), or to cause us to merge with or into or consolidate with any person (other than to our affiliate(s) or
to the Majority Shareholders) in a bona fide negotiated transaction, each holder of shares issued under the 2017 Plan shall be obligated
to and shall upon written request of the Majority Shareholders sell, transfer and deliver to the buyer his shares under the 2017 Plan.

 Change
in Control. In the event that we are a party to a merger or consolidation or similar transaction ("Corporate Transaction"),
unless an outstanding award under the 2017 Plan is assumed by the surviving company or replaced with an equivalent award granted by the
surviving company in substitution for such outstanding award, such award shall be vested and non-forfeitable and any conditions with
respect to such award shall lapse. If an award becomes exercisable or non-forfeitable, the Committee may (i) permit the grantee to exercise
such award of options or SARs within a reasonable period prior to the consummation of the Corporate Transaction and cancel any outstanding
awards that remain unexercised upon consummation of such transaction or (ii) cancel any or all outstanding awards of options and SARs
in exchange for a payment (in cash, securities or other property) in an amount equal to the amount that the grantee would have received
(net of the option price and/or grant price) if such options and SARs were fully vested and exercised immediately prior to the consummation
of the Corporate Transaction; provided, however, if the option price with respect to any outstanding option or grant price with respect
to any outstanding SAR exceeds the fair market value of the shares immediately prior to the consummation of the Corporate Transaction,
such awards shall be cancelled without any payment to the grantee.

 Amendment
and Termination of the 2017 Plan. The board generally may amend or terminate the 2017 Plan at any time and for any reason, except
that it must obtain stockholder approval if required pursuant to federal or state laws or the rules of any stock exchange or quotation
system on which our shares are then listed or quoted.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table sets forth certain information regarding beneficial ownership of shares of our common stock as of March 31, 2024 by (i)
each person known to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our named
executive officers and (iv) all of our directors and named executive officers as a group. Except as otherwise indicated, the persons
named in the table below have sole voting and investment power with respect to all shares beneficially owned, subject to community property
laws, where applicable.

 As
of March 31, 2024, we had 17,785,478 shares of common stock outstanding. Beneficial ownership is determined in accordance with the rules
of the SEC and generally includes voting or investment power with respect to the subject securities. Shares of common stock that are
currently exercisable or convertible within 60 days of March 31, 2024 are deemed to be beneficially owned by the person holding such
securities for the purpose of computing the percentage beneficial ownership of such person, but are not treated as outstanding for the
purpose of computing the percentage beneficial ownership of any other person.

 Beneficial
 Owner (1)

 Shares
 of Common Stock Beneficially Owned

 Percentage

 Directors
 and Named Executive Officers:

 Jerry
 Katzman

 35,314,704
 (3)(4)

 77.1
 % (2)

 Virender
 Ahluwalia

 50,000
 (5)

 *

 Herbert
 Gould

 460,000

 2.6
 %

 Vinay
 Mehindru

 525,000
 (6)

 2.9
 %

 Dessislava
 Boneva

 25,000

 *

 All
 current Officers and Directors as a Group (5)

 36,374,704

 78.4
 %

 5%
 or Greater Shareholders:

 Sanovas
 Ophthalmology, LLC (4)

 29,317,704
 (7)

 64.0
 % (2)

 Bayern
 Capital, LLC (8)

 4,666,200

 26.2
 %

 Funding Partners, LLC (9)

 5,997,000

 33.7
 %

 * Represents less than 1%

 (1)

 The
 address of each person is c/o RetinalGenix Technologies Inc., 1450 North McDowell Boulevard, Suite 150, Petaluma, CA 94954 unless
 otherwise indicated herein.

 (2)

 The
 calculation is based upon 17,785,477 shares of common stock outstanding on March [31], 2024 and the buy-back warrant to purchase
 28,014,540 shares of common stock held by Sanovas Ophthalmology LLC.

 (3)

 Represents
 (i) 5,897,000 shares of common stock held by Capital Funding Partners, LLC; (ii) 1,303,164 shares of common stock held by Sanovas
 Ophthalmology LLC (iii) 100,000 vested stock options exercisable at $3.00 per share and (iii) pre-funded warrants to purchase up
 to 28,014,540 shares of common stock held by Sanovas Ophthalmology. Jerry Katzman is the Sole Member of Capital Funding Partners,
 LLC and in such capacity has the right to vote and dispose of the securities held by such entity. Jerry Katzman is the Manager of
 Sanovas Ophthalmology and in such capacity has the right to vote and dispose of the securities held by such entity.

 (4)

 Jerry
 Katzman is the Manager of Sanovas Ophthalmology LLC and in such capacity has the right to vote and dispose of the securities held
 by such entity.

 (5)

 Represents
 50,000 warrants with an exercise price of $3.00 per shares and expire on November 30, 2027

 (6)

 Vinay
 Mehindru holds fully-vested options to purchase 500,000 shares of common stock at $1.00 per share, and vested options to purchase
 25,000 shares of common stock at $3.00 per share.

 (7)

 Represents
 1,303,164 shares of common stock held by Sanovas Ophthalmology LLC and pre-funded warrants held by Sanovas Ophthalmology LLC to purchase
 up to 28,014,540 shares of the Company's common stock.

 (8)

 Steven
 Bayern is the Manager of Bayern Capital, LLC and in such capacity has the right to vote and dispose of the securities held by such
 entity. The address of Bayern Capital, LLC is 403 East Boardwalk, Suite 601, Long Beach, NY 11561.

 (9)

 Jerry
 Katzman is the Sole Member of Capital Funding Partners, LLC and in such capacity has the right to vote and dispose of the securities
 held by such entity. The address of Capital Funding Partners, LLC is P.O. Box 24866, Tampa, FL 33623.

 Securities
Authorized for Issuance Under Equity Compensation Plans

 The
following table shows information regarding our equity compensation plans as of December 31, 2023.

 Plan Category

 Number of
 securities to be
 issued upon exercise of
 outstanding options,
 warrants and rights (a)

 Weighted average
 exercise price
 of outstanding options,
 warrants and rights (b)

 Number of securities
 remaining available
 for future issuance
 under equity
 compensation plans
 (excluding securities
 reflected in column (c)

 Equity compensation plans approved by security holders (1)

 2,585,000

 $
 1.23

 4,815,000

 Equity compensation plans not approved by security holders

 -

 -

 -

 Total

 2,585,000

 4,815,000

 (1)

 2017
 Equity Incentive Plan. On December 1, 2017, our Board adopted the 2017 Equity Incentive Plan (the "2017 Plan") was
 adopted by our board of directors (the "2017 Plan"). The purpose of our Plan is to advance the best interests of the
 company by providing those persons who have a substantial responsibility for our management and growth with additional incentive
 and by increasing their proprietary interest in the success of the company, thereby encouraging them to maintain their relationships
 with us. Further, the availability and offering of stock options and common stock under the plan supports and increases our ability
 to attract and retain individuals of exceptional talent upon whom, in large measure, the sustained progress, growth and profitability
 which we depend. The total number of shares available for the grant of either stock options or compensation stock under the plan
 is 10,000,000 shares, subject to adjustment.

 Our
Board administers our plan and has full power to grant stock options and common stock, construe and interpret the plan, establish rules
and regulations and perform all other acts, including the delegation of administrative responsibilities, it believes reasonable and proper.
Any decision made, or action taken, by our Board arising out of or in connection with the interpretation and administration of the plan
is final and conclusive.

 The
Board, in its absolute discretion, may award common stock to employees of, consultants to, and directors of the company, and such other
persons as the Board or compensation committee may select, and permit holders of common stock options to exercise such options prior
to full vesting therein and hold the common stock issued upon exercise of the option as common stock. Stock options may also be granted
by our Board or compensation committee to non-employee directors of the company or other persons who are performing or who have been
engaged to perform services of special importance to the management, operation or development of the company.

 In
the event that our outstanding common stock is changed into or exchanged for a different number or kind of shares or other securities
of the company by reason of merger, consolidation, other reorganization, recapitalization, combination of shares, stock split-up or stock
dividend, prompt, proportionate, equitable, lawful and adequate adjustment shall be made of the aggregate number and kind of shares subject
to stock options which may be granted under the plan.

 Our
Board may at any time, and from time to time, suspend or terminate the plan in whole or in part or amend it from time to time in such
respects as our Board may deem appropriate and in our best interest.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 The
following includes a summary of transactions since January 1, 2022 to which we have been a party, including transactions in which the
amount involved in the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two
completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5%
of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material
interest, other than equity and other compensation, termination, change in control and other arrangements, which are described elsewhere
in this Annual Report on Form 10-K. We are not otherwise a party to a current related party transaction, and no transaction is currently
proposed, in which the amount of the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end
for the last two completed fiscal years and in which a related person had or will have a direct or indirect material interest.

 Transactions
with Sanovas, Inc.

 On
June 24, 2021, we entered into a sublicense agreement ("Sublicense Agreement") with Sanovas Ophthalmology pursuant to which
Sanovas Ophthalmology granted us an exclusive worldwide ("Territory") license to certain intellectual property licensed to
Sanovas Ophthalmology by Sanovas Intellectual Property LLC relating to certain technologies for eye and ocular visualization and monitoring
("Licensed IP") for uses related to the screening, examination, diagnosis, prevention and/or treatment of any eye disease,
medical condition or disorder, or any disease, medical condition or disorder affecting the eye. Pursuant to the Sublicense Agreement,
commencing on the date of the first commercial sale of a Licensed Product (as defined in the Sublicense Agreement), in each country in
the Territory and continuing on a country by country basis until the expiration or termination of the last Valid Claim (as defined in
the Sublicense Agreement) of a licensed patent in such country (the "Royalty End Date"), the Company shall pay Sanovas Ophthalmology
a royalty equal to a mid-single digit percentage of any Net Sales (as defined in the Sublicense Agreement) of any Licensed Product. The
Sublicense Agreement shall continue until the Royalty End Date, unless earlier terminated pursuant to its terms. The Sublicense Agreement
may be terminated by either party if the other party materially breaches the Sublicense Agreement in a manner that cannot be cured, or
materially breaches the Sublicense Agreement in a manner that can be cured and such breach remains uncured for more than 30 days after
the receipt by the breaching party of notice specifying the breach. Furthermore, the Company may terminate the Sublicense Agreement at
any time upon 90 days written notice to Sanovas Ophthalmology. No royalties have been paid through December 31, 2023 under this Sublicense
Agreement.

 Commencing
in 2019, Sanovas began paying invoices on behalf of the Company, and began allocating a portion of salaries and infrastructure costs
to the Company. There were no specific terms of repayment. For the years ended December 31, 2023 and 2022, Sanovas allocated an aggregate
of $532,337 and $872,070, respectively to the Company. As of December 31, 2023, the Company owed Sanovas $2,760. For the years ended
December 31, 2023 and 2022, the Company received $103,274 and $692,677, net due from (to) Sanovas, respectively. A portion of the balance
of the payments due to Sanovas have been discharged pursuant to the issuance by the Company of shares of its common stock since 2019.
Specifically, in June 2021, the Company issued 390,358 shares of common stock to Sanovas Ophthalmology LLC to retire the then estimated
debt due from the Company. In May 2022 and November 2022, we issued 353,432 and 586,370 shares of common stock to discharge $353,432
and $586,370 of debt owed to Sanovas Ophthalmology LLC at a purchase price of $1.00 per share, respectively. The Company issued 316,695 shares in September 2023 in settlement of the amounts due
to Sanovas of $950,086, and 46,667 shares in December 2023 in settlement of the amounts due to Sanovas of $140,001. The Company is related to Sanovas through common ownership and management.

 On
December 23, 2018, Sanovas entered into an employment agreement with Dr. Katzman pursuant to which Dr. Katzman serves as the President
and Chief Executive Officer of Sanovas.

 Due
to affiliates

 From
time to time, an officer of the Company, a shareholder of the Company and affiliates of Sanovas advances funds or paid expenses on behalf
of the Company. There is no formal notes or repayment plan for such advances. At December 31, 2023, the Company had received $457,534
pursuant to such advances.

 Stockholders'
loans payable

2021, the Company borrowed an aggregate of $73,000 from several stockholders pursuant to note agreements bearing interest at 8% per annum
and maturing December 31, 2023. Company has informally extended the maturity date to December 31, 2024. During the year ended December
31, 2022, one of the noteholders exercised outstanding warrants with an aggregate exercise price of $25,000 through the offset of the
note payable due to them from the Company, such that $49,000 remain outstanding at December 31, 2023 and 2022.

 Warrant
Issuances

the first quarter of 2024, we issued warrants to officers and directors exercisable at $3.00 per warrant as follows: Jerry Katzman,
MD 300,000 shares, Virender Ahluwalia 50,000 shares, Herbert Gould, MD 160,000 shares, Dessy Boneva, MD 50,000 shares, Vinay
Mehindru, MD 75,000 shares.

Independence

 Although
our common stock is not listed on any national securities exchange, for purposes of independence we use the definition of independence
applied by The Nasdaq Stock Market. Our board of directors has determined that Herbert Gould, Vinay Mehindru and Dessislava Boneva is
"independent" in accordance with such definition.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 The
following table sets forth the aggregate fees billed by Liebman Goldberg & Hymowitz, LLP as described below:

 2023

 2022

 Audit Fees

 $
 47,000

 $
 39,750

 Audit Related Fees

 Tax Fees

 All Other Fees

 Total

 $
 47,000

 $
 39,750

 Audit
Fees: Audit fees consist of fees billed for professional services performed by Liebman Goldberg & Hymowitz, LLP for the audit
of our annual consolidated financial statements, the review of interim consolidated financial statements, and related services that are
normally provided in connection with registration statements. There were $47,000 and $39,750 of such fees incurred by the Company in the fiscal
years ended December 31, 2023 and 2022, respectively.

 Audit-Related
Fees: Audit related fees may consist of fees billed by an independent registered public accounting firm for assurance and related
services that are reasonably related to the performance of the audit or review of our consolidated financial statements. There were no
such fees incurred by the Company in the fiscal years ended December 31, 2023 and 2022.

 Tax
Fees: Tax fees may consist of fees for professional services, including tax compliance performed by Liebman Goldberg & Hymowitz,
LLP. There were no such fees incurred by the Company in the fiscal years ended December 31, 2023 and 2022, respectively.

 All
Other Fees: There were no such fees incurred by the Company in the fiscal years ended December 31, 2023 and 2022.

 PART
IV

 ITEM
15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

 (a)

 The
 following documents are filed as part of this report:

 (1)

 Consolidated
 Financial Statements:

 Report of Independent Registered Public Accounting Firm

 Consolidated Balance Sheets

 Consolidated Statements of Operations and Comprehensive Loss

 Consolidated Statements of Changes in Stockholders' Equity

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 The
consolidated financial statements required by this Item are included beginning at page F-1.

 (1)

 Financial
 Statement Schedules:

 All
financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in
the consolidated financial statements or the notes thereto.

 (b)

 Exhibits

 EXHIBIT

 Exhibit

 Exhibit

 3.1

 First Amended and Restated Certificate of Incorporation of RetinalGenix Technologies Inc. (Incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 filed with the SEC on August 5, 2021 (File No. 333-258528))

 3.2

 Bylaws of RetinalGenix Technologies Inc. (Incorporated by reference to Exhibit 3.2 the Company's Registration Statement on Form S-1 filed with the SEC on August 5, 2021 (File No. 333-258528))

 4.1*

 Description of Registrant's Securities

 10.1

 Option Exchange Agreement, by and between the Company and Diopsys, Inc., dated October 8, 2019 (Incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-1 filed with the SEC on August 5, 2021 (File No. 333-258528))

 10.2+

 RetinalGenix Technologies Inc. 2017 Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-1 filed with the SEC on August 5, 2021(File No. 333-258528))

 10.3

 Amended and Restated Master Services Agreement, by and between the Company and ADM Tronics Unlimited Inc., dated June 24, 2021 (Incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-1 filed with the SEC on August 5, 2021 (File No. 333-258528))

 10.4#+

 Sublicense Agreement, by and between the Company and Sanovas Ophthalmology LLC, dated June 24, 2021 (Incorporated by reference to Exhibit 10.4 to the Company's Registration Statement on Form S-1 filed with the SEC on August 5, 2021 (File No. 333-258528))

 10.5

 Termination of Option Exchange Agreement, by and between the Company and Diopsys, Inc., dated February 17, 2022 (Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the SEC on February 17, 2022 (File No. 333-258528))

 10.6+

 Exchange Agreement, by and between the Company and Sanovas Ophthalmology, LLC, dated May 9, 2022 (Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 13, 2022 (File No. 333-258528))

 10.7

 Exchange Agreement, by and between the Company and Lawrence Perich, dated July 5, 2022, (Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the SEC on July 7, 2022 (File No. 333-258528))

 10.8

 Consulting Agreement by and between RetinalGenix Technologies Inc. and Trendz Network, LLC (Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the SEC on December 4, 2023 (File No. 333-258528))

 21.1*

 List of Subsidiaries

 31.1*

 Certification of the Chief Executive Officer and Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1*

 Certification of the Chief Executive Officer and Principal Financial and Accounting Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 101.INS*

 101.SCH*

 101.CAL*

 101.LAB*

 101.PRE*

 101.DEF*

 104*

 Cover

 *

 Filed
 herewith.

 +

 Management
 contract or compensatory plan or arrangement required to be identified pursuant to Item 15(a)(3) of this report.

 #

 to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions
 with an asterisk because the identified confidential portions (i) are not material and (iii) would be competitively harmful if publicly
 disclosed.

 ITEM
16. FORM 10-K SUMMARY

 Not
applicable.

 SIGNATURES

to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual
Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 1st day of April,
2024.

 /s/
 Jerry Katzman

 Jerry
 Katzman

 Chief
 Executive Officer

 (Principal
 Executive Officer)

 POWER
OF ATTORNEY

 KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jerry Katzman, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority
to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.

to the requirements of the Securities Act of 1934, this report has been signed by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 Jerry Katzman

 Chief
 Executive Officer, President and Director

 Jerry
 Katzman

 (Principal
 Executive Office)

 /s/
 Virender Ahluwalia

 Interim Chief Financial Officer

 Virender Ahluwalia

 (Principal Financial and Accounting Officer)

 /s/
 Herbert Gould

 Herbert
 Gould

 /s/
 Vinay Mehindru

 Vinay
 Mehindru

 /s/
 Dessislava Boneva

 Dessislava Boneva