Nantahala Capital Management and its principals report a significant passive stake in Opus Genetics, Inc. As of December 31, 2025, they may be deemed to beneficially own 7,123,506 shares of common stock, representing 9.99% of the outstanding class.
This figure includes 2,342,176 shares that can be acquired within sixty days through warrant exercises. All voting and dispositive powers over the 7,123,506 shares are described as shared among Nantahala, Wilmot B. Harkey, and Daniel Mack, primarily through funds and separately managed accounts they oversee.
Blackwell Partners LLC - Series A, a fund advised by Nantahala, has the right to receive dividends or sale proceeds on more than five percent of the outstanding common stock. The reporting persons certify the holdings are in the ordinary course of business and not for changing or influencing control of Opus Genetics.
Positive
None.
Negative
None.
Insights
Schedule 13G/A shows a 9.99% passive stake in Opus Genetics.
Nantahala Capital Management and principals Wilmot B. Harkey and Daniel Mack disclose beneficial ownership of 7,123,506 Opus Genetics shares, or 9.99% of the common stock as of December 31, 2025. The position includes warrants exercisable within sixty days, indicating both current and near-term potential equity exposure.
The filing classifies the position as held in the ordinary course of business and explicitly not for the purpose of changing or influencing control. Voting and dispositive powers are shared and exercised through investment funds and separately managed accounts, with Blackwell Partners LLC - Series A entitled to proceeds on more than five percent of the class.
For investors, this establishes Nantahala as a sizable but passive institutional holder near the 10% threshold. Future ownership updates, if any, would be reflected in subsequent beneficial ownership filings rather than through operational announcements.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Opus Genetics, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
67577R102
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
67577R102
1
Names of Reporting Persons
Nantahala Capital Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MASSACHUSETTS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,123,506.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,123,506.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,123,506.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
67577R102
1
Names of Reporting Persons
Wilmot B. Harkey
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,123,506.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,123,506.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,123,506.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP No.
67577R102
1
Names of Reporting Persons
Daniel Mack
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,123,506.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,123,506.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,123,506.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Opus Genetics, Inc.
(b)
Address of issuer's principal executive offices:
8 DAVIS DRIVE SUITE 220 DURHAM, NORTH CAROLINA, 27713
Item 2.
(a)
Name of person filing:
(1) Nantahala Capital Management, LLC ("Nantahala")
(2) Wilmot B. Harkey
(3) Daniel Mack (together the "Reporting Persons")
(b)
Address or principal business office or, if none, residence:
130 Main St. 2nd Floor, New Canaan, Connecticut 06840
(c)
Citizenship:
(1) Nantahala is a Massachusetts limited liability company.
(2) Each of Messrs. Harkey and Mack is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock, $0.0001 par value per share
(e)
CUSIP No.:
67577R102
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of December 31, 2025, Nantahala may be deemed to be the beneficial owner of 7,123,506 Shares held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares. The 7,123,506 Shares includes 2,342,176 Shares which may be acquired by the Reporting Persons within sixty days through the exercise of warrants.
(b)
Percent of class:
As of December 31, 2025, each of the Reporting Persons may be deemed to be the beneficial owner of the following percentage of the total number of Shares outstanding:
(1) Nantahala Capital Management, LLC ("Nantahala") : 9.99%
(2) Wilmot B. Harkey: 9.99%
(3) Daniel Mack: 9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(ii) Shared power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 7,123,506 Shares.
(2) Wilmot B. Harkey: 7,123,506 Shares.
(3) Daniel Mack: 7,123,506 Shares.
(iii) Sole power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(iv) Shared power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 7,123,506 Shares.
(2) Wilmot B. Harkey: 7,123,506 Shares.
(3) Daniel Mack: 7,123,506 Shares.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
BLACKWELL PARTNERS LLC - SERIES A, a fund advised by Nantahala, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of more than five percent of the outstanding shares of common stock beneficially owned by Nantahala reported herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Each of Messrs. Harkey and Mack is filing this Schedule 13G as a control person in respect of shares beneficially owned by Nantahala, an investment adviser as described in ss. 240.13d-1(b)(1)(ii)(E). See Item 4(a).
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What ownership stake does Nantahala hold in Opus Genetics (IRD)?
Nantahala Capital Management and its principals report beneficial ownership of 7,123,506 Opus Genetics common shares, equal to 9.99% of the class as of December 31, 2025. This stake establishes them as a major institutional holder just below the 10% reporting threshold.
How many Opus Genetics (IRD) shares can Nantahala acquire through warrants?
The reported 7,123,506 Opus Genetics shares include 2,342,176 shares that the reporting persons may acquire within sixty days by exercising warrants. These warrants add to their potential equity exposure beyond currently outstanding shares held through funds and separately managed accounts.
Is Nantahala’s Opus Genetics (IRD) position considered passive or activist?
The reporting persons certify the Opus Genetics holdings were acquired and are held in the ordinary course of business. They state the position was not acquired and is not held to change or influence control, indicating a passive investment under Schedule 13G/A standards.
Who are the reporting persons in this Opus Genetics (IRD) Schedule 13G/A?
The filing lists Nantahala Capital Management, LLC, and its managing members Wilmot B. Harkey and Daniel Mack as reporting persons. Each may be deemed to beneficially own the same 7,123,506 Opus Genetics common shares, with shared voting and dispositive power over the position.
What role does Blackwell Partners LLC - Series A play in the Opus Genetics (IRD) stake?
Blackwell Partners LLC - Series A, a fund advised by Nantahala, has the right to receive dividends or sale proceeds from more than five percent of Opus Genetics’ outstanding common stock. This means a substantial portion of the reported position economically benefits that fund’s investors.
What voting and dispositive powers does Nantahala have over Opus Genetics (IRD) shares?
The filing shows zero sole voting or dispositive power but 7,123,506 shares of shared voting and shared dispositive power for each reporting person. These powers are exercised through funds and separately managed accounts controlled by Nantahala and overseen by Harkey and Mack.
