Regentis Biomaterials Ltd 2026年年度报告和过渡报告

FORM 20-F(Amendment No. 1) ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report ____________ For the transition period from ____________ to ____________ Commission File No.: 001-42834 Regentis Biomaterials Ltd.(Exact name of registrant as specified in its charter) Translation of registrant’s name into English:Not applicable 60 Medinat Hayehudim4676652, IsraelTel: +972 (9) 960-1917 (Jurisdiction of incorporation or organization) (Address of principal executive offices) Dr. Ehud GellerChief Executive Officer60 Medinat Hayehudim4676652, Israelehud@regentis.co.il(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2025: 5,179,378 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection 13 or 15(d) of the Exchange Act of 1934. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the ExchangeAct during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months. Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or anemerging growth company. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Emerging Growth Company☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section 13(a) Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered 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 theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing. U.S. GAAP☒ International Financial Reporting Standards as issued by the International Accounting Standards Board☐ Other☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item theregistrant has elected to follow. ☐Item 17☐Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company. Yes☐No☒ Regentis BiomaterialsForm 20-F/A(Amendment No. 1)For the Fiscal Year Ended December 31, 2025 EXPLANATORY NOTE This Amendment No. 1 to Form 20-F (this “Amendment”) amends the annual report on Form 20-F of Regentis Biomaterials Ltd. for theyear ended December 31, 2025, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 24, 2026 (the“Original Report”). This Amendment is being filed solely to correct formatting errors in the Statements of Comprehensive Income (Loss) on page F-4 and theStatements of Temporary Equity and Shareholders’ Equity (Deficit) on page F-5 of the Original Report which were mistakenly included inthe Original Report due to an oversight by the Company’s financial printer. As required by Rule 12b-15 under the Exchange Act, as amended, new