Opus Genetics Reports Unregistered Equity Sales

TL;DR

Opus Genetics sold unregistered equity, potentially diluting shares.

AI Summary

Opus Genetics, Inc. filed an 8-K on August 25, 2025, reporting unregistered sales of equity securities. The filing does not specify the number of shares sold or the price per share, but it indicates a transaction occurred on or before August 25, 2025. The company is incorporated in Delaware and headquartered in Durham, NC.

Why It Matters

This filing indicates Opus Genetics has engaged in private equity transactions, which could impact share dilution and future public offerings.

Risk Assessment

Risk Level: medium — Unregistered sales can signal financing needs or potential dilution, requiring further investigation into the terms and impact.

Key Players & Entities

• Opus Genetics, Inc. (company) — Registrant
• August 25, 2025 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• Durham, NC (location) — Principal Executive Offices
• Ocuphire Pharma, Inc. (company) — Former Company Name
• REXAHN PHARMACEUTICALS, INC. (company) — Former Company Name
• CORPORATE ROAD SHOW DOT COM INC (company) — Former Company Name

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value per share IRD The Nasdaq
• $3.5 million — the Private Placement are approximately $3.5 million. The Private Placement closed on August
• $1.0 m — (the " Board "), with an investment of $1.0 million, along with participation by Sean

Filing Documents

• ef20054479_8k.htm (8-K) — 32KB
• 0001140361-25-032533.txt ( ) — 158KB
• ird-20250825.xsd (EX-101.SCH) — 4KB
• ird-20250825_lab.xml (EX-101.LAB) — 21KB
• ird-20250825_pre.xml (EX-101.PRE) — 16KB
• ef20054479_8k_htm.xml (XML) — 4KB

02

Item 3.02 Unregistered Sale of Equity Securities. On August 25, 2025, Opus Genetics, Inc., a Delaware corporation (the " Company "), entered into subscription agreements (the " Subscription Agreements ") pursuant to which the Company agreed to issue and sell in a private placement (the " Private Placement ") to certain investors (the " Subscribers ") an aggregate of 3,138,338 shares (the " Shares ") of its common stock, par value $0.0001 per share (the " Common Stock "). The aggregate gross proceeds from the Private Placement are approximately $3.5 million. The Private Placement closed on August 25, 2025. The Company intends to use the net proceeds of the Private Placement to expedite manufacturing process development, including scale-up of clinical and commercial production and testing, to ensure sufficient supply of cGMP material for its gene therapy candidates, OPGx-LCA5 and OPGx-BEST1. No underwriting discounts or commissions were paid with respect to the Private Placement. The Private Placement was led by Cam Gallagher, Chair of the Company's board of directors (the " Board "), with an investment of $1.0 million, along with participation by Sean Ainsworth, the lead independent director of the Board, and other investors. The Shares issued and sold pursuant to the Subscription Agreements are not registered under the Securities Act of 1933, as amended (the " Securities Act "), and are sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, the intended use of proceeds of the Private Placement and other statements relating to the Private Placement. In some cases, you can identify forward-looking statements by terms such as "aim," "anticipate," "approach," "believe," "contemplate," "could," "designed", "estimate," "expect," "goal," "intend," "look," "may," "mission," "plan," "possible," "potential," "predict," "project," "pursue," "should,", "strive", "target," "will," "would," or the negative thereof and similar words and expressions. Forward-looking statements are based on management's current expectations, beliefs and assumptions and on information currently available to the Company. Such statements are neither promises nor guarantees, and involve a number of known and unknown risks, uncertainties and assumptions. Actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, without limitation, risks and uncertainties associated with the consummation of the Private Placement, uncertainties related to market conditions, the satisfaction of customary closing conditions related to the Private Placement, the completion of the Private Placement on the anticipated terms or at all, general economic conditions and other risks identified from time to time in the reports the Company files with the SEC, including the Annual Report on Form 10-K

SIGNATURES

SIGNATURES Pursuant to the requirements 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. OPUS GENETICS, INC. Date: August 25, 2025 By: /s/ Dr. George Magrath Name: Dr. George Magrath Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR