ModelEdge
Retension Pharmaceuticals, Inc.
0002002988

Filing

S-1S-1

Exhibits

EX-3.1CERTIFICATE OF INCORPORATION OF THE COMPANY, AS CURRENTLY IN EFFECTEX-3.3BYLAWS OF THE COMPANY, AS CURRENTLY IN EFFECTEX-3.4FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY, TO BE EFFECTIVE IMMEDIATELY PRIOR TO CLOSING OF THIS OFFERINGEX-3.5FORM OF AMENDED AND RESTATED BYLAWS OF THE COMPANY, TO BE EFFECTIVE IMMEDIATELY PRIOR TO CLOSING OF THIS OFFERINGEX-4.1FORM OF COMMON STOCK CERTIFICATEEX-10.12024 STOCK INCENTIVE PLAN OF THE COMPANY, AS AMENDED, AND FORMS OF AGREEMENTS THEREUNDEREX-10.2FIRST AMENDMENT TO THE 2024 STOCK INCENTIVE PLAN OF THE COMPANY, AS AMENDED, AND FORMS OF AGREEMENTS THEREUNDEREX-10.3SECOND AMENDMENT TO THE 2024 STOCK INCENTIVE PLAN OF THE COMPANY, AS AMENDED, AND FORMS OF AGREEMENTS THEREUNDEREX-10.6FORM OF EXECUTIVE SEVERANCE PLANEX-10.7FORM OF INDEMNIFICATION AGREEMENT BETWEEN THE COMPANY AND EACH OF ITS DIRECTORS AND EXECUTIVE OFFICERSEX-10.8OFFER OF EMPLOYMENT, DATED AUGUST 14, 2026, BY AND BETWEEN THE COMPANY AND ERIC KELLEREX-10.9CONSULTING AGREEMENT, DATED JANUARY 1, 2024, BY AND BETWEEN THE COMPANY AND ERIC KELLEREX-10.10OFFER OF EMPLOYMENT, DATED APRIL 13, 2026, BY AND BETWEEN THE COMPANY AND ALEX SCHWARTZEX-10.11OFFER OF EMPLOYMENT, DATED FEBRUARY 23, 2026, BY AND BETWEEN THE COMPANY AND ALISON D. SCHECTEREX-10.12CONSULTING AGREEMENT, DATED JANUARY 1, 2024, BY AND BETWEEN THE COMPANY AND PAUL SWEETNAMEX-10.13CONSULTING AGREEMENT, DATED JANUARY 1, 2024, BY AND BETWEEN THE COMPANY AND SABINE BISSONEX-10.14AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT, DATED APRIL 22, 2025, BY AND AMONG THE COMPANY AND INVESTORS PARTY THERETOEX-10.15AMENDED AND RESTATED VOTING AGREEMENT, DATED APRIL 22, 2025, BY AND AMONG THE COMPANY AND INVESTORS PARTY THERETOEX-10.16AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT, DATED APRIL 22, 2025, BY AND AMONG THE COMPANY AND INVESTORS PARTY THERETOEX-10.17LICENSE AGREEMENT, DATED APRIL 8, 2011, BY AND BETWEEN SURFACE LOGIX, INC. AND NT LIFE SCIENCES LLCEX-10.18SUB-LICENSE AGREEMENT, DATED APRIL 8, 2011, BY AND AMONG NT LIFE SCIENCES, LLC, KADMON PHARMACEUTICALS, LLC AND SURFACE LOGIX, INCEX-10.19EXCLUSIVE SUB-LICENSE AGREEMENT FOR KD-026 AND KD-027, DATED FEBRUARY 13, 2019, BY AND BETWEEN KADMON CORPORATION, LLC AND REDUX THERAPEUTICS, LLCEX-10.20AMENDMENT 1 TO EXCLUSIVE SUB-LICENSE AGREEMENT FOR KD-026 AND KD-027, DATED NOVEMBER 30, 2021, BY AND BETWEEN KADMON CORPORATION, LLC AND REDUX THERAPEUTICS, LLCEX-10.21AMENDMENT 2 TO EXCLUSIVE SUB-LICENSE AGREEMENT FOR KD-026 AND KD-027, DATED JUNE 27, 2022, BY AND BETWEEN KADMON CORPORATION, LLC AND REDUX THERAPEUTICS, LLCEX-10.22SUBLICENSE AGREEMENT FOR KD-027, DATED NOVEMBER 17, 2023, BY AND BETWEEN RETENSION IP HOLDING COMPANY, LLC AND REDUX THERAPEUTICS, LLCEX-10.23CONSULTING AGREEMENT, DATED AUGUST 1, 2025, BY AND BETWEEN THE COMPANY AND CRS CAPITAL VENTURES I, LLCEX-10.24TERMINATION OF CONSULTING AGREEMENT, DATED AUGUST 12, 2026, BY AND BETWEEN THE COMPANY AND CRS CAPITAL VENTURES I, LLCEX-10.25ADVISORY SERVICES AGREEMENT, DATED SEPTEMBER 1, 2025, BY AND BETWEEN THE COMPANY AND COLLAGE VENTURE PARTNERS, LLCEX-21.1LIST OF SUBSIDIARIES OF THE COMPANYEX-23.1CONSENT OF WOLF & COMPANY, P.CEX-99.1CONSENT OF PAVAN CHERUVU, PROSPECTIVE DIRECTOR, DATED SEPTEMBER 18, 2026EX-FILING FEESFILING FEE TABLEGRAPHICGraphicGRAPHICGraphicGRAPHICGraphicGRAPHICGraphicGRAPHICGraphicGRAPHICGraphicGRAPHICGraphicGRAPHICGraphicGRAPHICGraphicGRAPHICGraphicGRAPHICGraphicGRAPHICGraphicGRAPHICGraphicGRAPHICGraphicGRAPHICGraphicGRAPHICGraphicGRAPHICGraphicGRAPHICGraphicGRAPHICGraphicGRAPHICGraphicGRAPHICGraphicGRAPHICGraphicGRAPHICGraphicGRAPHICGraphicGRAPHICGraphicGRAPHICGraphicGRAPHICGraphicGRAPHICGraphicGRAPHICGraphicGRAPHICGraphicGRAPHICGraphicGRAPHICGraphicGRAPHICGraphic