09/10/2025 | Press release | Distributed by Public on 09/10/2025 15:06
Delaware
|
11-3516358
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification Number.)
|
8 Davis Drive
Durham, NC
|
27713
|
|
(Address of principal executive offices)
|
(Zip code)
|
Ocuphire Pharma, Inc. 2021 Inducement Plan, as amended
|
(Full title of the plan)
|
Dr. George Magrath
Chief Executive Officer
Opus Genetics, Inc.
8 Davis Drive
Durham, NC 27713
(984) 884-6030
|
(Name, address, and telephone number, including area code, of agent for service)
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☒
|
Smaller reporting company ☒
|
Emerging growth company ☐
|
Item 3. |
Incorporation of Documents By Reference.
|
(a) |
the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on March 31, 2025 (the "2024 Annual Report");
|
(b) |
the Registrant's Quarterly Reports on Form 10-Q, filed with the Commission on May 15, 2025 and August 13, 2025;
|
(c) |
the Registrant's Current Reports on Form 8-K, filed with the Commission on January 7, 2025, January 14, 2025, January 23, 2025, January 24, 2025, March 4, 2025, March 20, 2025, March 24, 2025, April 4, 2025, May 1, 2025, June 20, 2025, June 25, 2025, June 26, 2025, July 23, 2025, August 25, 2025, and September 2, 2025; and
|
(d) |
the description of the Registrant's Common Stock contained in the Registrant's Form 8-A (File No. 001-34079), as filed with the Commission pursuant to Sections 12(b) and 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on June 7, 2019, including any amendments or reports filed for the purpose of updating such description, including Exhibit 4.12 to the 2024 Annual Report.
|
Item 8.
|
Exhibits.
|
Exhibit
Number
|
Description
|
4.1
|
Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q, filed with the Commission on August 13, 2024).
|
4.2
|
Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K, filed with the Commission on October 22, 2024).
|
4.3
|
Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed with the Commission on March 20, 2025).
|
4.4
|
Ocuphire Pharma, Inc. 2021 Inducement Plan (incorporated by reference to Exhibit 10.41 to the Registrant's Annual Report on Form 10-K, filed with the Commission on March 11, 2021).
|
4.5
|
First Amendment to Ocuphire Pharma, Inc. 2021 Inducement Plan (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed with the Commission on November 1, 2023).
|
4.6
|
Second Amendment to Ocuphire Pharma, Inc. 2021 Inducement Plan (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q, filed with the Commission on November 12, 2024).
|
4.7*
|
Third Amendment to Ocuphire Pharma, Inc. 2021 Inducement Plan.
|
4.8*
|
Fourth Amendment to Ocuphire Pharma, Inc. 2021 Inducement Plan.
|
5.1*
|
Opinion of Sidley Austin LLP.
|
23.1*
|
Consent of Ernst & Young LLP.
|
23.2*
|
Consent of Sidley Austin LLP (included in Exhibit 5.1).
|
24.1*
|
Power of Attorney (included after the signature of the Registrant contained on Signature Page of this Registration Statement).
|
107*
|
Filing Fee Table.
|
*
|
Filed herewith.
|
|
OPUS GENETICS, INC.
|
|
|
|
|
|
By:
|
/s/ George Magrath |
|
Name:
|
Dr. George Magrath
|
|
Title:
|
Chief Executive Officer
|
SIGNATURE
|
TITLE
|
DATE
|
||
/s/ Dr. George Magrath
|
||||
Dr. George Magrath
|
Chief Executive Officer & Director
(Principal Executive Officer)
|
September 10, 2025
|
||
/s/ Robert Gagnon
|
||||
Robert Gagnon
|
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
September 10, 2025
|
||
|
||||
/s/ Cam Gallagher
|
||||
Cam Gallagher
|
Chair of the Board
|
September 10, 2025
|
||
/s/ Sean Ainsworth
|
||||
Sean Ainsworth
|
Director
|
September 10, 2025
|
||
/s/ Dr. Jean Bennett
|
||||
Dr. Jean Bennett
|
Director
|
September 10, 2025
|
||
/s/ Susan K. Benton
|
||||
Susan K. Benton
|
Director
|
September 10, 2025
|
||
/s/ Dr. Adrienne Graves
|
|
|||
Dr. Adrienne Graves
|
Director |
|
September 10, 2025
|
|
|
||||
/s/ Dr. James S. Manuso
|
||||
Dr. James S. Manuso
|
Director |
|
September 10, 2025
|
|
|
||||
/s/ Richard J. Rodgers | ||||
Richard J. Rodgers
|
Director
|
|
September 10, 2025
|
|
|
||||
/s/ Dr. Benjamin R. Yerxa | ||||
Dr. Benjamin R. Yerxa
|
President and Director
|
|
September 10, 2025
|