Opus Genetics adds change-in-control tax perks

Opus Genetics, Inc. entered into Change in Control Bonus Payment Agreements on April 1, 2026 with its Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, and Chief Scientific and Development Officer.

Accepted by SEC EDGAR 04/07/2026 - 07:01 AM EDT

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Form Type

8-K

Rhea-AI Filing Summary

Opus Genetics, Inc. entered into Change in Control Bonus Payment Agreements on April 1, 2026 with its Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, and Chief Scientific and Development Officer. These agreements provide that the company will reimburse each executive for any excise taxes incurred under Section 4999 of the Internal Revenue Code in connection with a change in control of the company.

The agreements are based on a common form, which is filed as Exhibit 10.1 and incorporated by reference, giving investors access to the full contractual terms around potential change-in-control-related tax reimbursements for the senior leadership team.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Agreement date: April 1, 2026 Executives covered: 4 executives Tax code section: Section 4999 +1 more

4 metrics

Agreement date April 1, 2026 Date Change in Control Bonus Payment Agreements were entered

Executives covered 4 executives CEO, CFO, COO, Chief Scientific and Development Officer

Tax code section Section 4999 Internal Revenue Code excise tax referenced in the agreements

Exhibit number Exhibit 10.1 Form of Change in Control Bonus Agreement filed with the report

Key Terms

Change in Control Bonus Payment Agreement, excise taxes, Section 4999 of the Internal Revenue Code of 1986, as amended, emerging growth company

4 terms

Change in Control Bonus Payment Agreement financial

"entered into a Change in Control Bonus Payment Agreement with each of"

excise taxes financial

"the Company will reimburse the Executives for any excise taxes incurred"

Excise taxes are charges levied by governments on specific goods, activities, or services—commonly on items like fuel, tobacco, alcohol, or certain manufacturing activities—paid by producers or sellers and often built into the final price. For investors, they matter because higher or changing excise taxes can raise a company’s costs, reduce consumer demand, or alter profit margins in affected industries, much like a hidden toll that changes the economics of doing business.

Section 4999 of the Internal Revenue Code of 1986, as amended regulatory

"in connection with a change in control of the Company under Section 4999 of the Internal Revenue Code"

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Opus Genetics (IRD) change regarding executive compensation?

Opus Genetics approved Change in Control Bonus Payment Agreements for its CEO, CFO, COO, and Chief Scientific and Development Officer. These agreements address how certain taxes tied to a future change in control of the company would be handled for these senior executives.

Which Opus Genetics (IRD) executives are covered by the new agreements?

The agreements cover Dr. George Magrath, Robert Gagnon, Joseph Schachle, and Dr. Ashwath Jayagopal. They serve as Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, and Chief Scientific and Development Officer, aligning change-in-control tax treatment across the top leadership team.

How do the new Opus Genetics (IRD) agreements treat excise taxes?

The company agreed to reimburse the covered executives for any excise taxes owed under Section 4999 of the Internal Revenue Code. These taxes can arise from certain payments triggered by a change in control, and the agreements shift that specific tax cost from the executives to the company.

When did Opus Genetics (IRD) approve the change-in-control bonus agreements?

Opus Genetics entered into the Change in Control Bonus Payment Agreements on April 1, 2026. This date marks when the company formally committed to the excise tax reimbursement protections tied to potential future change-in-control events affecting its senior executives.

Where can investors find the full Opus Genetics (IRD) agreement terms?

The full terms are contained in the Form of Change in Control Bonus Agreement filed as Exhibit 10.1. That exhibit, incorporated by reference, provides detailed legal language on the executives’ rights and the company’s obligations if a change in control occurs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 1, 2026

Opus Genetics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34079	11-3516358
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8 Davis Drive Durham, NC		27713
(Address of principal executive offices)		(Zip Code)

(984) 884-6030

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	IRD	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 1, 2026, Opus Genetics, Inc. (the “Company”) entered into a Change in Control Bonus Payment Agreement with each of Dr. George Magrath, Robert Gagnon, Joseph Schachle, and Dr. Ashwath Jayagopal, its Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Chief Scientific and Development Officer, respectively (the “Executives”), which provide that the Company will reimburse the Executives for any excise taxes incurred by the Executives in connection with a change in control of the Company under Section 4999 of the Internal Revenue Code of 1986, as amended.

The foregoing summary of the Executives’ Change in Control Bonus Payment Agreements is qualified by reference to the complete text of the Form of Change in Control Bonus Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.	Description
10.1*	Form of Change in Control Bonus Agreement.
104	Cover Page Interactive Data File (embedded within Inline XBRL document).

*	Indicates management contract or compensatory plan.

SIGNATURE

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.

Dated: April 7, 2026	OPUS GENETICS, INC.

	By:	/s/ Dr. George Magrath
	Name:	Dr. George Magrath
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 26.4 KB