SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A/A

(Amendment No. 1)

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

CORTIGENT, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 88-4377248
(I.R.S. Employer
Identification No.)

27200 Tourney Road, Suite 315
Valencia, California 91355

(818) 833-5000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class To Be so Registered	Name of Exchange on which Each Class is to be Registered
Common stock, par value $0.001 per share	NYSE American LLC

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-270700

Securities Registered Pursuant to Section 12(g) of the Act: None

Explanatory Note:

Cortigent, Inc. (the “Company”) previously filed a Registration Statement on Form 8-A on June 8, 2023 with the U.S. Securities and Exchange Commission (the “SEC”) with respect to the Registrant’s common stock, par value $0.001 per share (the “Common Stock”). This Amendment No. 1 to Form 8-A is being filed by the Registrant to reflect that the Common Stock is to be listed on NYSE American LLC instead of the Nasdaq Capital Market. 

Item 1. Description of Registrant’s Securities to be Registered 

The securities to be registered hereby is the Common Stock. The description of the Common Stock is contained in the section entitled “Description of Securities” in the prospectus included in the Company’s Registration Statement on Form S-1 (333-270700), as filed with the Securities and Exchange Commission and amended from time to time (the “Registration Statement”), and is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is subsequently filed is also incorporated by reference herein.

Item 2. Exhibits

Pursuant to the Instructions as to Exhibits for Amendment No. 1 to Form 8-A, no exhibits are required to be filed as part of this registration statement because no other securities of the Company are registered on the NYSE American LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CORTIGENT, INC.
By:	/s/ Jonathan Adams
	Name: Jonathan Adams
	Title: Chief Executive Officer

Date: December 16, 2024