M&A - Opus Genetics, Inc.

Form Type: S-3/A

Filing Date: 2025-04-08

Corporate Action: Acquisition

Type: Update

Accession Number: 000114036125012650

Filing Summary: Opus Genetics, Inc. has filed Amendment No. 1 to its Form S-3 registration statement to register the resale of up to 19,382,437 shares of its common stock, par value $0.0001 per share, by certain selling securityholders. This offering is related to the company's prior acquisition of former Opus Genetics, Inc., which was completed on October 22, 2024, under a Merger Agreement. As part of the acquisition, the merged entity issued 5,237,063 shares of common stock and additional shares of Series A Non-Voting Convertible Preferred Stock. Holders of the Series A Preferred Stock can convert them into common stock, subject to stockholder approval. The registration statement is intended to comply with Rule 415 of the Securities Act and will enable these selling securityholders to sell their shares in a planned manner as market conditions permit. The filing illustrates the company's strategic actions post-merger, including commitments to dividend payments for the preferred shares and emphasizing the regulatory requirements due to the company's classification as a smaller reporting company. The last reported price of the company's common stock prior to this filing was $0.89 per share on April 4, 2025. The company will not receive any proceeds from the sales made by the selling securityholders and will bear all associated costs of registration.

Form Type: 8-K/A

Filing Date: 2025-01-07

Corporate Action: Acquisition

Type: Update

Accession Number: 000114036125000467

Filing Summary: On October 22, 2024, Opus Genetics, Inc. completed its acquisition of former Opus Genetics Inc., a Delaware corporation, as reported in the Original Form 8-K. This acquisition was governed by the Agreement and Plan of Merger dated October 22, 2024. The Company sought relief from the SEC from filing historical audited financial statements for the Acquired Company, believing they would not be material to stockholders. The SEC permitted the Company to file only the audited financial statements for the fiscal year ended December 31, 2023, and unaudited interim financial statements for the nine months ended September 30, 2024. Pro forma financial information presenting the combined results of operations is included for informational purposes and does not guarantee future performance. The filing also includes various exhibits containing financial statements and the consent of the independent accounting firm.