Rein Therapeutics Inc. 2025年度报告

(Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Rein Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) 13-4196017(I.R.S. EmployerIdentification No.) Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. 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 Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to 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 submitted pursuant to Rule 405 of Regulation S-T (§232.405 of thischapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See thedefinitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting underSection 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered 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 the registrant included in the filing reflect the correction of anerror to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’sexecutive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ As of June 30, 2025, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting and non-voting common equity heldby non-affiliates of the Registrant, based on the last reported sale price of the shares of common stock on The Nasdaq Capital Market was $32,264,569. As of March 24, 2025, the Registrant has 28,039,032 shares of Common Stock, $0.001 par value per share, outstanding. EXPLANATORY NOTE This Amendment No. 1 (this “Amendment”) amends the Annual Report on Form 10-K for the year ended December 31, 2025 ofRein Therapeutics, Inc. filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2026 (the “Original Form10-K”). The purpose of this Amendment is to amend Part III, Items 10 through 14, of the Original Form 10-K to includeinformation previously omitted from the Original Form 10-K in reliance on General Instruction G(3) to the Annual Report on Form10-K. Accordingly, Part III of the Original Form 10-K is hereby amended and restated as set forth below and the reference on the In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), newcertifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment under Item 15of Part IV hereof, which has been amended to reflect the filing of these new certifications. Because no financial statements have Except as described above, no other changes have been made to the Original Form 10-K. The Original Form 10-K continues tospeak as of the date of the Original Form 10-K, and we have not updated the disclosures contained therein to reflect any events Unless indicated otherwise, throughout this Amendment, references to “Rein,” “Company,” “we,” “us” and “our” refer to ReinTherapeutics, Inc. and its subsidiaries, except where the context otherwise requires or indicates. TABLE OF CONTENTS PART III Item 10.Directors, Executive Officers and Corporate Governance. Item 11.Executive Compensation.10Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.16 PART III Item 10. Directors, Executive Officers and Corporate Governance. Board of Directors Our board of directors (the “Board”) is divided into three classes, with members of each class holding office for staggered three-year terms. There are currently two Class I directors (Brian Windsor, Ph.D. and Alan A. Musso), whose terms expire at the 2027annual meeting of stockholders; one Class II director (William C. Fairey),