{"url_path":"/sec/rntx/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 Certain Relationships and Related Transactions, and Director Independence.","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1420565/0001193125-26-178787-index.html","accession_number":"0001193125-26-178787","cik":"0001420565","ticker":"RNTX","issuer_name":"Rein Therapeutics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1420565/0001193125-26-178787-index.html","primary_entity_key":"0001420565","primary_entity_name":"Rein Therapeutics, Inc."},"word_count":1743,"has_tables":true,"body_markdown":"Item 13. Certain Relationships and Related Transactions, and Director Independence.\n\nSince January 1, 2024, we have engaged in the following transactions in which the amount involved exceeded the lesser of $120,000 or one percent of our total assets at year-end for fiscal years 2025 and 2024, and any of our executive officers, directors, or beneficial holders of more than 5% of any class of voting securities, or any of their affiliates, had a direct or indirect material interest. We believe that all of these transactions were on terms comparable to terms that could have been obtained from unrelated third parties.\n\nWarrant Exchanges and April 2025 Private Placement\n\nOn April 21, 2025, we entered into privately negotiated letter agreements with certain holders of warrants to purchase up to an aggregate of 2,353,500 shares of our common stock, which we issued and sold in connection with the Lung Acquisition (\"2023 Warrants\"), including entities affiliated with Bio Partners, a greater than 5% beneficial holder of outstanding shares of our common stock, which holders agreed, in exchange for pre-funded warrants to purchase an aggregate of 1,300,500 shares of common stock at an exercise price of $0.001 per share (the “Exchange Pre-Funded Warrants”), to surrender 2023 Warrants to purchase an aggregate of 1,300,500 shares of common stock for cancellation and make an aggregate cash payment of $1.599 per share into which the Exchange Pre-Funded Warrants are exercisable on or before April 24, 2025 (the “Warrant Exchanges”).\n\nIn addition, on April 21, 2025, an entity affiliated with Bios Partners (the “Bios Purchaser”) agreed to purchase additional pre-funded warrants to purchase 312,695 shares of common stock in a private placement (the “Placement Pre-Funded Warrants” and together with the Exchange Pre-Funded Warrants, the “Pre-Funded Warrants”) pursuant to a subscription agreement, at a price of $1.599 per share underlying the Placement Pre-Funded Warrants (the “April 2025 Private Placement”). The April 2025 Private Placement closed on April 24, 2025.\n\nIn connection with the April 2025 Private Placement, we entered into a Registration Rights Agreement (the “April 2025 Registration Rights Agreement”) with the Bios Purchaser. Pursuant to the April 2025 Registration Rights Agreement, we agreed that we will prepare and file a resale registration statement with the SEC within 90 calendar days following the date on which the Bios Purchaser has informed us that Bios Partners and its affiliates beneficially owns more than 9.99% of the outstanding shares of common stock or the voting power of the Company (the “Filing Deadline”). We agreed to use our commercially reasonable best efforts to cause this registration statement to be declared effective by the SEC within 30 calendar days of the Filing Deadline.\n\nUnder the April 2025 Registration Rights Agreement, we also agreed, among other things, to indemnify the Bios Purchaser, its officers, directors, agents, partners, members, managers, stockholders, affiliates and employees under the registration statement from certain liabilities and pay all fees and expenses (excluding any underwriting discounts and selling commissions and all legal fees and expenses of legal counsel for Bios Partners, except for reasonable and documented fees and expenses in an amount not to exceed $30,000 in connection with the review of the registration statement) incident to our obligations under the April 2025 Registration Rights Agreement.\n\nIndemnification Agreements\n\nOur restated certificate of incorporation, as amended, provides that we will indemnify our directors and officers to the fullest extent permitted by Delaware law. In addition, we have entered into indemnification agreements with each of our officers and directors that may be broader in scope than the specific indemnification provisions contained in the Delaware General Corporation Law. See “Executive Compensation—Limitations on Liability and Indemnification” for additional information regarding these agreements.\n\nPolicies and Procedures for Related Person Transactions\n\nThe Board has adopted a written related person transaction policy to set forth policies and procedures for the review of any transaction, arrangement, or relationship in which we are a participant, the amount involved exceeds $120,000, and one of our executive officers, directors, or 5% stockholders, or their immediate family members, each of whom we refer to as a “related person,” has a direct or indirect material interest.\n\n19\n\n \n\nIf a related person proposes to enter into such a transaction, arrangement, or relationship, which we refer to as a “related person transaction,” the related person must report the proposed related person transaction to our Chief Executive Officer. The policy calls for the proposed related person transaction to be reviewed and approved by the Audit Committee. Whenever practicable, the reporting, review, and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the committee will review and, in its discretion, may ratify the related person transaction. The policy also permits the Chair of the Audit Committee to review and, if deemed appropriate, approve proposed related person transactions that arise between committee meetings, subject to ratification by the committee at its next meeting. Any related person transactions that are ongoing in nature will be reviewed annually.\n\nA related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the Audit Committee after full disclosure of the related person’s interest in the transaction. As appropriate for the circumstances, the committee will review and consider:\n\n•\nthe related person’s interest in the related person transaction;\n\n•\nthe approximate dollar value of the amount involved in the related person transaction;\n\n•\nthe approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;\n\n•\nwhether the transaction was undertaken in the ordinary course of our business;\n\n•\nwhether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party;\n\n•\nthe purpose of, and the potential benefits to us of, the transaction; and\n\n•\nany other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.\n\nThe Audit Committee may approve or ratify the transaction only if the committee determines that, under all of the circumstances, the transaction is in our best interests. The Audit Committee may impose any conditions on the related person transaction that it deems appropriate.\n\nIn addition to the transactions that are excluded by the instructions to the SEC’s related-person transaction disclosure rule, the Board has determined that the following transactions do not create a material direct or indirect interest on behalf of related persons and, therefore, are not related-person transactions for purposes of this policy:\n\n•\ninterests arising solely from the related person’s position as an executive officer of another entity, whether or not the person is also a director of such entity, that is a participant in the transaction, where (a) the related person and all other related persons own in the aggregate less than a 10% equity interest in such entity; (b) the related person and his or her immediate family members are not involved in the negotiation of the terms of the transaction and do not receive any special benefits as a result of the transaction; (c) the amount involved in the transaction equals less than the greater of $1.0 million or 2% of the annual gross revenues of the other entity that is a party to the transaction; and (d) the amount involved in the transaction equals less than 2% of our annual gross revenues; and\n\n•\na transaction that is specifically contemplated by provisions of our charter or by-laws.\n\nThe policy provides that transactions involving compensation of executive officers shall be reviewed and approved by the Compensation Committee in the manner specified in its charter.\n\n20\n\n \n\nLimitations on Liability and Indemnification\n\nAs permitted by Delaware law, we adopted provisions in our restated certificate of incorporation, as amended, that limit or eliminate the personal liability of our directors. Our restated certificate of incorporation, as amended, limits the personal liability of directors for breach of fiduciary duty to the maximum extent permitted by the General Corporation Law of the State of Delaware (“DGCL”) and provides that no director will have personal liability to us or to our stockholders for monetary damages for breach of fiduciary duty. However, these provisions do not eliminate or limit the liability of any of our directors:\n\n•\nfor any breach of the director’s duty of loyalty to us or our stockholders;\n\n•\nfor acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;\n\n•\nfor voting for or assenting to unlawful payments of dividends, stock repurchases or other distributions; or\n\n•\nfor any transaction from which the director derived an improper personal benefit.\n\nAny amendment to or repeal of these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to such amendment or repeal. If the DGCL is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the DGCL.\n\nIn addition, our restated certificate of incorporation, as amended, provides that we must indemnify our directors and officers and we must advance expenses, including attorneys’ fees, to our directors and officers in connection with legal proceedings, subject to very limited exceptions.\n\nWe maintain a general liability insurance policy that covers specified liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers. In addition, we entered into indemnification agreements with each of our officers and directors. These indemnification agreements require us, among other things, to indemnify each such director or officer for some expenses, including attorneys’ fees, judgments, fines and settlement amounts, incurred by him or her in any action or proceeding arising out of his or her service as one of our directors or officers.\n\nSome of our non-employee directors may, through their relationships with their employers, be insured or indemnified against specified liabilities incurred in their capacities as members of the Board.\n\nInsofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors, executive officers or persons controlling us, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.\n\n21"}