Form 10-12B/A Cortigent, Inc.
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As filed with the U.S. Securities and Exchange Commission on July 17, 2025
File No. 001-41716
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
To
Form 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Cortigent, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 88-4377248 | |
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
27200 Tourney Road, Suite 315
Valencia, California 91355
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(818) 833-5000
Securities to be registered pursuant to Section 12(b) of the Exchange Act:
| Title
of each class to be so registered |
Name
of each exchange on which each class is to be registered | |
| Common Stock, par value $0.001 per share | The Nasdaq Stock Market LLC |
Securities to be registered pursuant to Section 12(g) of the Exchange Act: None
Indicate 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 definitions 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. ☐
Cortigent, Inc.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF
FORM 10
Certain information required to be included in this Form 10 is incorporated by reference to specifically identified portions of the body of the Information Statement filed herewith as Exhibit 99.1. None of the information contained in the Information Statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.
Item 1. Business.
The information required by this item is contained under the sections of the Information Statement entitled “Information Statement Summary—Questions and Answers about the Spin-Off,” “Risk Factors,” “Cautionary Statement Concerning Forward—Looking Statements,” “The Spin-Off,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Certain Relationships and Related Transactions,” and “Where You Can Find More Information.” Those sections are incorporated herein by reference.
Item 1A. Risk Factors.
The information required by this item is contained under the sections of the Information Statement entitled “Information Statement Summary,” “Risk Factors” and “Cautionary Statement Concerning—Forward-Looking Statements.” Those sections are incorporated herein by reference.
Item 2. Financial Information.
The information required by this item is contained under the sections of the Information Statement entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Index to Consolidated Financial Statements” (and the consolidated financial statements and related notes referenced therein). Those sections are incorporated herein by reference.
Item 3. Properties.
The information required by this item is contained under the section of the Information Statement entitled “Information Statement Summary—Facilities.” That section is incorporated herein by reference.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The information required by this item is contained under the section of the Information Statement entitled “Security Ownership of Certain Beneficial Owners and Management.” That section is incorporated herein by reference.
Item 5. Directors and Executive Officers.
The information required by this item is contained under the section of the Information Statement entitled “Management and Board of Directors.” That section is incorporated herein by reference.
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Item 6. Executive Compensation.
The information required by this item is contained under the sections of the Information Statement entitled “Management and Board of Directors—Compensation Committee Interlocks and Insider Participation” and “Director and Officer Compensation.” Those sections are incorporated herein by reference.
Item 7. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is contained under the sections of the Information Statement entitled “Information Statement Summary—The Spin-Off,” “Risk Factors—Risks Related to the Spin-Off,” “Management and Board of Directors,” and “Certain Relationships and Related Transactions.” Those sections are incorporated herein by reference.
Item 8. Legal Proceedings.
The information required by this item is contained under the sections of the Information Statement entitled “Information Statement Summary—Legal Proceedings” and “Consolidated Financial Statements—Note 10, Commitments and Contingencies—Litigation, Claims and Assessments” of Notes to Consolidated Financial Statements. Those sections are incorporated herein by reference.
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.
The information required by this item is contained under the sections of the Information Statement entitled “The Spin-Off,” “Dividend Policy,” “Security Ownership of Certain Beneficial Owners and Management,” and “Description of Our Capital Stock.” Those sections are incorporated herein by reference.
Item 10. Recent Sales of Unregistered Securities.
The information required by this item is contained under the section of the Information Statement entitled “Description of Our Capital Stock.” That section is incorporated herein by reference.
Item 11. Description of Registrant’s Securities to be Registered.
The information required by this item is contained under the sections of the Information Statement entitled “Information Statement Summary—The Spin-Off,” “The Spin-Off,” “Dividend Policy,” and “Description of Our Capital Stock.” Those sections are incorporated herein by reference.
Item 12. Indemnification of Directors and Officers.
The information required by this item is contained under the section of the Information Statement entitled “Management and Board of Directors—Limitation on Liability and Indemnification Matters.” That section is incorporated herein by reference.
Item 13. Financial Statements and Supplementary Data.
The information required by this item is contained under the sections of the Information Statement entitled “Summary Consolidated Financial Data,” and “Index to Consolidated Financial Statements” (and the Consolidated Financial Statements and related notes referenced therein). Those sections are incorporated herein by reference.
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Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not applicable.
Item 15. Financial Statements and Exhibits.
(a) Financial Statements
The information required by this item is contained under the sections of the Information Statement entitled “Summary Consolidated Financial Data,” and “Index to Consolidated Financial Statements” (and the financial statements and related notes referenced therein). Those sections are incorporated herein by reference.
(b) Exhibits
See below.
The following documents are filed as exhibits hereto:
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| Exhibit Number |
Exhibit Description | |
| 10.4+ | Cost Reimbursement Consortium Research Agreement between Doheny Eye Institute and Registrant dated as of June 1, 2006 | |
| 10.5+ | Cortigent, Inc. 2023 Omnibus Incentive Plan | |
| 10.6+ | Form of Incentive Stock Option Agreement under the Cortigent, Inc. 2023 Omnibus Incentive Plan | |
| 10.7+ | Form of Non-Qualified Stock Option Agreement under the Cortigent, Inc. 2023 Omnibus Incentive Plan | |
| 10.8+ | Form of Restricted Stock Unit Award Agreement under Cortigent, Inc. 2023 Omnibus Incentive Plan | |
| 10.9+ | Form of Indemnification Agreement | |
| 14.1+ | Code of Business Conduct and Ethics | |
| 21.1+ | Subsidiaries of the Registrant | |
| 99.1 | Information Statement of the Registrant, preliminary and subject to completion, dated July [●], 2025 | |
| 99.2* | Form of Notice of Internet Availability of Information Statement Materials | |
| * | To be filed by amendment. |
| + | Previously Filed. |
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| Cortigent, Inc. | |
| By: | /s/ Jonathan Adams |
| Name: Jonathan Adams | |
| Title: Chief Executive Officer | |
Date: July 17, 2025
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ATTACHMENTS / EXHIBITS
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