Perceptive Advisors and affiliates report passive beneficial ownership of 9.99% of Opus Genetics common stock. They collectively beneficially own 7,174,154 shares, combining common stock and warrant holdings calculated under Section 13(d) rules.
The Perceptive Life Sciences Master Fund directly holds 4,325,000 common shares, pre-funded warrants for 13,617,584 shares at an exercise price of $0.0001 per share, and common warrants for 13,157,895 shares at $0.95 per share. A 9.99% Beneficial Ownership Limitation in the warrants currently permits exercise for up to 2,849,154 shares, based on 68,964,208 shares outstanding as of November 10, 2025. Perceptive Advisors manages the Master Fund, and Joseph Edelman is its managing member.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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
Perceptive Advisors 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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,174,154.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,174,154.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,174,154.00
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
Joseph Edelman
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
7,174,154.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,174,154.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,174,154.00
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)
IN
SCHEDULE 13G
CUSIP No.
67577R102
1
Names of Reporting Persons
Perceptive Life Sciences Master Fund, Ltd.
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,174,154.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,174,154.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,174,154.00
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)
CO
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, NC, 27713
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") with respect to shares of Common Stock, par value $0.0001 per share (the "Common Stock") of Opus Genetics, Inc. (the "Issuer") are:
Perceptive Advisors LLC ("Perceptive Advisors")
Joseph Edelman ("Mr. Edelman")
Perceptive Life Sciences Master Fund, Ltd. ("Master Fund")
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
51 Astor Place, 10th Floor, New York, NY 10003
(c)
Citizenship:
Perceptive Advisors is a Delaware limited liability company.
Mr. Edelman is a United States citizen.
The Master Fund is a Cayman Islands corporation.
(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:
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G. The ownership percentages reported are based on 68,964,208 outstanding shares of Common Stock as of November 10, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2025, and assume the exercise of Warrants (as defined below) held by the Reporting Persons for 2,849,154 shares of Common Stock.
Neither Perceptive Advisors nor Mr. Edelman directly holds any Common Stock. The Master Fund directly holds (i) 4,325,000 shares of Common Stock, (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase 13,617,584 shares of Common Stock at an exercise price of $0.0001 per share, subject to the Beneficial Ownership Limitation (as defined below), and (iii) common warrants (the "Common Warrants," and together with the Pre-Funded Warrants, the "Warrants") to purchase 13,157,895 shares of Common Stock at an exercise price of $0.95 per share, subject to the Beneficial Ownership Limitation. The terms of the Warrants provide that the Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 9.99% of the shares of Common Stock then issued and outstanding (the "Beneficial Ownership Limitation"). As of the date hereof, the Beneficial Ownership Limitation permits the Reporting Persons to exercise Warrants for up to 2,849,154 shares of Common Stock. Perceptive Advisors serves as the investment manager to the Master Fund. Mr. Edelman is the managing member of Perceptive Advisors.
(b)
Percent of class:
Perceptive Advisors: 9.99%
Mr. Edelman: 9.99%
Master Fund: 9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Perceptive Advisors: 0
Mr. Edelman: 0
Master Fund: 0
(ii) Shared power to vote or to direct the vote:
Perceptive Advisors: 7,174,154
Mr. Edelman: 7,174,154
Master Fund: 7,174,154
(iii) Sole power to dispose or to direct the disposition of:
Perceptive Advisors: 0
Mr. Edelman: 0
Master Fund: 0
(iv) Shared power to dispose or to direct the disposition of:
Perceptive Advisors: 7,174,154
Mr. Edelman: 7,174,154
Master Fund: 7,174,154
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.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
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 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 stake does Perceptive hold in Opus Genetics (IRD)?
Perceptive entities report 9.99% beneficial ownership of Opus Genetics common stock. This represents 7,174,154 shares on a beneficial basis, including shares underlying certain warrants, calculated under Section 13(d) rules and subject to a contractual ownership cap.
How many Opus Genetics (IRD) shares does Perceptive beneficially own?
Perceptive Advisors, Joseph Edelman, and the Master Fund beneficially own 7,174,154 Opus Genetics shares. This figure combines directly held common stock and warrant exercisability, determined under SEC beneficial ownership rules and limited by a 9.99% Beneficial Ownership Limitation.
What securities does Perceptive’s Master Fund hold in Opus Genetics (IRD)?
The Master Fund directly holds 4,325,000 Opus Genetics common shares, pre-funded warrants for 13,617,584 shares at $0.0001 per share, and common warrants for 13,157,895 shares at $0.95, all subject to a 9.99% ownership cap.
How is the 9.99% ownership cap applied to Opus Genetics (IRD) warrants?
The warrant terms include a 9.99% Beneficial Ownership Limitation, restricting exercises that would push beneficial ownership above 9.99% of outstanding shares. As of the filing, this cap allows exercise of warrants for up to 2,849,154 Opus Genetics shares.
Is Perceptive’s Opus Genetics (IRD) stake reported as passive or active?
Perceptive certifies the stake as not held to change or influence control of Opus Genetics. The certification states the securities were not acquired or held for control purposes, consistent with a passive Schedule 13G filing framework.
What share count did Perceptive use to calculate its Opus Genetics (IRD) ownership percentage?
The reported 9.99% ownership is based on 68,964,208 Opus Genetics shares outstanding as of November 10, 2025. That outstanding share figure comes from the company’s Quarterly Report on Form 10-Q filed on November 12, 2025.