Retension Pharmaceuticals, Inc.

This prospectus contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. All statements other than statements of historical fact contained in this prospectus, including statements regarding our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “can,” “contemplate,” “continue,” “could,” “design,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “plan,” “potential,” “predict,” “project,” “shall,” “should,” “target,” “will,” or “would,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. These forward-looking statements include, among others, statements relating to our future financial performance, our business prospects and strategy, our market opportunity and the potential growth of that market, our anticipated financial position, our liquidity and capital needs and other similar matters. These forward-looking statements are based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.

Our actual results may differ materially from those expressed in, or implied by, the forward-looking statements included in this prospectus as a result of various factors, including, among others:

• the fact that our Company is an early stage company with a history of losses, which expects to incur significant expenses and continuing losses for the foreseeable future;

• the characteristics, safety, and efficacy of RTN-001 and any future product candidates and the potential differentiators of RTN-001 and any such future product candidates compared to alternative therapies;

• the implementation of our business model and strategic plans for our business, including the development of RTN-001 and any future product candidates;

• the initiation, timing, progress, and results of our research and development programs, including preclinical studies and clinical trials of RTN-001 and any future product candidates;

• the timing or likelihood of regulatory filings and approval for RTN-001 and any future product candidates, including our ability to take advantage of abbreviated regulatory pathways;

• our ability to obtain regulatory approval of RTN-001 and any future product candidates and to meet current or future regulatory standards with respect to any such product candidates, if approved;

• our expectations regarding the potential market size of RTN-001 or any future product candidates, the number of patients with certain diseases and conditions we intend to treat and the number of patients that we plan to enroll in our clinical trials;

• disruption of supply or shortage of raw materials, which could harm our business;

• the rate and degree of market acceptance and therapeutic benefits of RTN-001 or any future product candidates, if approved;

• our ability to maintain our license agreements, including our ability to comply with our financial and other obligations pursuant to the terms of such agreements, and our ability to successfully acquire or in-license additional product candidates on reasonable terms;

• our ability to maintain and establish strategic collaborations with development, regulatory, manufacturing or commercialization expertise;

• our reliance on third parties to conduct clinical trials of RTN-001 and any future product candidates, and for the manufacture of RTN-001 and any future product candidates for preclinical studies and clinical trials;

• our ability to establish and develop our marketing, sales and distribution infrastructure to commercialize any products for which we obtain marketing approval;

• our ability to obtain, establish, maintain, protect and enforce intellectual property and proprietary protection for RTN-001 and any future product candidates and to avoid claims of infringement, misappropriation or other violation of third-party intellectual property and proprietary rights;

• our ability to hire and retain key management, scientific and engineering personnel and to manage our future growth effectively;

• our estimates regarding expenses, costs, future revenue, capital requirements and expectations regarding the sufficiency of our capital resources and needs for additional financing;

• our ability to secure additional financing and continue as a going concern;

• evolving regulations in the United States and foreign countries and the potential for unfavorable changes to, or failure by us to comply with, regulations and liabilities thereunder;

• our expectations regarding the impact of general economic conditions, including the impact of tariffs and import/export regulations, and geopolitical events;

• our expectations regarding the period during which we qualify as an emerging growth company under the JOBS Act or a smaller reporting company;

• our expected use of the net proceeds from this offering; and

• other factors that may impact our financial results.

We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, business strategy and financial needs. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, assumptions and other factors described in the section titled “Risk Factors” and elsewhere in this prospectus. Furthermore, new risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement of which this prospectus forms a part, completely and with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

The forward-looking statements made in this prospectus relate only to events as of the date on which such statements are made. We undertake no obligation to update any forward-looking statements after the date of this prospectus or to conform such statements to actual results or revised expectations, except as required by law.