Perceptive Advisors, Joseph Edelman and Perceptive Life Sciences Master Fund filed Amendment No. 2 to a Schedule 13G/A reporting 9.99% beneficial ownership of Opus Genetics, Inc. common stock.
The filing states the ownership percentages are calculated using 81,395,539 shares outstanding as of May 7, 2026 and assume exercise of Warrants that the Reporting Persons hold. The Master Fund directly holds 1,835,842 shares, Pre-Funded Warrants exercisable for 13,617,584 shares and Common Warrants exercisable for 13,157,895, subject to the "Beneficial Ownership Limitation." The limitation permits exercise for up to 6,994,303 shares under current conditions. Shared voting and dispositive power are reported as 8,830,145 shares for each Reporting Person.
Positive
None.
Negative
None.
Insights
Filing documents a coordinated 9.99% position held via shared power and warrant vesting limits.
The report lists 81,395,539 shares outstanding as of May 7, 2026 and shows the Reporting Persons rely on warrant exercises constrained by the "Beneficial Ownership Limitation." Shared voting and dispositive power are each listed as 8,830,145 shares.
Key dependencies include the interpretation of Section 13(d) and the continued applicability of the Beneficial Ownership Limitation; subsequent filings will clarify any changes in exercised warrants or ownership percentages.
Ownership is aggregated through an investment manager and a master fund with shared control over reported shares.
Perceptive Advisors is the investment manager and Mr. Edelman is the managing member; the Master Fund directly holds listed shares and warrants that drive the 9.99% calculation. The Pre-Funded Warrants and Common Warrants carry stated exercise prices and are subject to the Beneficial Ownership Limitation.
Cash‑flow treatment for warrant exercises and any timing of exercises are not included in the excerpt; future disclosures would show whether additional shares are issued upon exercise.
Key Figures
Reported ownership percentage:9.99%Shares outstanding used:81,395,539 sharesShared voting/dispositive power:8,830,145 shares+4 more
7 metrics
Reported ownership percentage<percent>9.99%</percent>Calculated using shares outstanding as of <date>May 7, 2026</date>
Shares outstanding used81,395,539 shares<date>as of May 7, 2026</date>
Shared voting/dispositive power8,830,145 sharesReported shared power for each Reporting Person
Master Fund direct holdings1,835,842 sharesDirect common stock held by Perceptive Life Sciences Master Fund
Pre‑Funded Warrants exercisable13,617,584 sharesPre‑Funded Warrants held by the Master Fund
Common Warrants exercisable13,157,895 sharesCommon Warrants held by the Master Fund at $0.95 exercise price
Warrants currently exercisable under limit6,994,303 sharesPermitted exercise amount under the "Beneficial Ownership Limitation"
Key Terms
Beneficial Ownership Limitation, Pre‑Funded Warrants, Shared dispositive power
3 terms
Beneficial Ownership Limitationregulatory
"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), more than 9.99%"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Pre‑Funded Warrantsfinancial
"the Master Fund directly holds (i) 1,835,842 shares of Common Stock, (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase 13,617,584 shares"
Pre-funded warrants are a type of security that lets an investor buy a company’s common shares later by paying almost the full price up front; the tiny remaining exercise amount is paid when the warrant is converted into a share. Think of it like prepaying for a gift card that you can redeem for a stock: the issuer gets cash now and the investor can convert later. They matter to investors because conversion increases the number of outstanding shares (dilution) and can be used to manage ownership thresholds and regulatory or timing constraints.
Shared dispositive powerregulatory
"Shared Dispositive Power 8,830,145.00"
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)
03/31/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
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
8,830,145.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,830,145.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,830,145.00
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 Number(s):
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
8,830,145.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,830,145.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,830,145.00
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 Number(s):
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
8,830,145.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,830,145.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,830,145.00
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 81,395,539 outstanding shares of Common Stock as of May 7, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2026, and assume the exercise of Warrants (as defined below) held by the Reporting Persons for 6,994,303 shares of Common Stock.
Neither Perceptive Advisors nor Mr. Edelman directly holds any Common Stock. The Master Fund directly holds (i) 1,835,842 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 6,994,303 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: 8,830,145
Mr. Edelman: 8,830,145
Master Fund: 8,830,145
(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: 8,830,145
Mr. Edelman: 8,830,145
Master Fund: 8,830,145
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 Advisors report in Opus Genetics (IRD)?
Perceptive Advisors reports beneficial ownership of 9.99%. The percentage is calculated using 81,395,539 shares outstanding as of May 7, 2026 and assumes exercise of certain warrants held by the Reporting Persons.
How many shares does the Perceptive Life Sciences Master Fund directly hold in Opus Genetics (IRD)?
The Master Fund directly holds 1,835,842 shares of common stock. It also holds Pre‑Funded Warrants and Common Warrants exercisable for additional shares, subject to the Beneficial Ownership Limitation.
What is the "Beneficial Ownership Limitation" referenced in the filing?
It is a contractual cap that prevents warrant exercises if ownership would exceed 9.99%. The filing states the limitation currently permits exercise for up to 6,994,303 shares under Section 13(d) calculations.
How many shares of voting or dispositive power are reported for the filers?
Each Reporting Person reports shared voting power and shared dispositive power for 8,830,145 shares. Sole voting and dispositive powers are reported as 0 for each Reporting Person.
Do Perceptive Advisors or Joseph Edelman directly hold common stock in Opus Genetics (IRD)?
Perceptive Advisors and Joseph Edelman do not directly hold common stock, per the filing. The Master Fund directly holds common stock and the associated warrants that factor into the reported percentages.
