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Opus Genetics, Inc. held its 2026 annual stockholder meeting, where stockholders approved all proposals on the ballot. They elected nine directors to one-year terms, with each nominee receiving over 33.8 million votes in favor and more than 12 million broker non-votes recorded.
Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, by 46,844,680 votes for versus 315,324 against. They also approved, on an advisory basis, executive compensation and passed an amendment to increase authorized common stock from 125 million to 250 million shares, with 45,360,642 votes for, 1,486,247 against, and 429,479 abstentions.
Opus Genetics, Inc. is registering for resale up to 7,374,632 shares of Common Stock issuable upon conversion of 7,374,632 shares of Series B Non‑Voting Convertible Preferred Stock. The Private Placement closed on February 18, 2026 and the Company will not receive proceeds from resale; proceeds will be received by the selling stockholders. Shares outstanding were 71,402,472 as of March 31, 2026. The registration satisfies covenants in a registration rights agreement entered into on February 18, 2026.
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.
Opus Genetics entered a senior secured note purchase agreement with Oberland Capital affiliates providing for up to $155 million of non-dilutive funding, with an initial $35 million tranche expected at the April 20, 2026 closing and additional tranches tied to time-based and FDA milestones for OPGx-LCA5.
The notes mature on April 2, 2033, carry floating interest based on Term SOFR with a 3.68% floor plus margin, and feature six years of interest-only payments, partial paid-in-kind interest for the first eight quarters of each tranche, and a 50% principal amortization on the sixth anniversary of the first purchase date. Up to 10% of each purchaser’s principal may be converted into common stock at $6.72 per share.
Opus also agreed to sell 1,116,070 common shares at $4.48 per share for an aggregate $4,999,994 and grant price-protection options on additional shares if a future dilutive equity round occurs. The company reports approximately $100 million in cash including the initial note and equity funding and states this extends its runway into 2029 to support pivotal OPGx-LCA5 and OPGx-BEST1 studies and broader pipeline development.
Opus Genetics, Inc. is asking stockholders to vote at its 2026 virtual annual meeting on April 20, 2026. Investors will elect nine directors, ratify Ernst & Young, LLP as auditor for 2026, and cast an advisory vote on executive compensation.
A key proposal seeks to amend the Restated Certificate of Incorporation to increase authorized common shares from 125 million to 250 million, expanding the company’s capacity for future equity issuance. The proxy also details an independent board with separate Chair and CEO roles, fully independent key committees, and policies such as no poison pill and a prohibition on hedging by directors and officers.
Opus Genetics, Inc. Chief Operating Officer Joseph K. Schachle reported an automatic sale of 3,719 shares of common stock at $5.2501 per share. The company executed this sale to satisfy tax withholding obligations arising from a restricted stock unit vesting event, and it was not a discretionary trade by Schachle. After the transaction, he directly holds 300,781 shares of Opus Genetics common stock.
Opus Genetics, Inc. executive Amy Zaremba Rabourn, Head of Financial Quality Assurance, reported an automatic sale of 2,816 shares of common stock at $5.245 per share. The shares were sold by the company to satisfy tax withholding obligations from a restricted stock unit vesting event, and the filing states this was not a discretionary trade. After this transaction, she directly holds 190,312 shares of common stock.
Opus Genetics, Inc. Chief Executive Officer George Magrath reported an automatic sale of 24,438 shares of common stock at a weighted average price of $5.2102 per share. The shares were sold by the company to cover tax withholding obligations arising from a restricted stock unit vesting event and were not a discretionary trade by the executive. Following this tax-related transaction, Magrath directly holds 1,750,855 shares of Opus Genetics common stock.
Opus Genetics, Inc. Chief Scientific & Dev. Officer Jayagopal Ashwath reported an automatic sale of 3,719 shares of common stock at a weighted average price of $5.1213 per share. The shares were sold to cover tax withholding obligations from a restricted stock unit vesting event and were not a discretionary trade. After this transaction, he holds 516,775 shares directly.