S-3 1 ny20079592x1_s3.htm S-3

As filed with the U.S. Securities and Exchange Commission on August 6, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Opus Genetics, Inc.

(Exact name of registrant as specified in its charter)


Delaware			11-3516358
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

8 Davis Drive, Suite 220

Durham, NC 27713

(984) 884-6030

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Dr. George Magrath

Chief Executive Officer

Opus Genetics, Inc.

8 Davis Drive, Suite 220

Durham, NC 27713

(984) 884-6030

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Asher Rubin, Esq.

Istvan A. Hajdu, Esq.

Sidley Austin LLP

787 7th Avenue

New York, NY 10019

(212) 839-5300

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


ABOUT THIS PROSPECTUS			ii
PROSPECTUS SUMMARY			1
RISK FACTORS			5
FORWARD-LOOKING STATEMENTS			6
USE OF PROCEEDS			8
DESCRIPTION OF CAPITAL STOCK			9
DESCRIPTION OF DEBT SECURITIES			13
DESCRIPTION OF WARRANTS			19
DESCRIPTION OF UNITS			21
LEGAL OWNERSHIP OF SECURITIES			22
PLAN OF DISTRIBUTION			25
LEGAL MATTERS			28
EXPERTS			28
WHERE YOU CAN FIND MORE INFORMATION			28
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			29


ABOUT THIS PROSPECTUS			ii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			iii
PROSPECTUS SUMMARY			1
RISK FACTORS			3
USE OF PROCEEDS			5
DILUTION			6
DESCRIPTION OF CAPITAL STOCK			7
DIVIDEND POLICY			10
PLAN OF DISTRIBUTION			11
LEGAL MATTERS			12
EXPERTS			12
WHERE YOU CAN FIND MORE INFORMATION			13
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			14


Assumed public offering price per share		$3.64
Net tangible book value per share as of June 30, 2026	($0.16)
Increase in net tangible book value per share attributable to this offering	$1.08
As adjusted net tangible book value per share as of June 30, 2026, after giving effect to this offering		$0.92
Dilution per share to new investors purchasing shares in this offering		$2.72


SEC Registration Fee			$32,142.12
FINRA Filing Fee			$0
Legal Fees and Expenses			(1)
Accounting Fees			(1)
Miscellaneous Fees			(1)
Total			(1)


Exhibit Number			Description
1.1*			Form of Underwriting Agreement.

1.2			Sales Agreement, dated August 6, 2026 among Opus Genetics, Inc., Leerink Partners LLC and Cantor Fitzgerald & Co.

3.1			Restated Certificate of Incorporation of Ocuphire Pharma, Inc., dated as of June 12, 2024 (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q, filed on August 13, 2024).

3.2			Certificate of Amendment to the Restated Certificate of Incorporation of the Company, effective as of October 23, 2024 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed on October 22, 2024).

3.3			Certificate of Amendment to the Restated Certificate of Incorporation of the Company, filed on April 20, 2026 (incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q, filed on May 12, 2026).

3.4			Certificate of Designation of Series A Non-Voting Convertible Preferred Stock, effective as of October 22, 2024 (incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K, filed on October 22, 2024).

3.5			Certificate of Designation of Series B Non-Voting Convertible Preferred Stock, effective as of February 18, 2026 (incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K, filed on February 19, 2026).

3.6			Amended and Restated Bylaws, dated as of March 19, 2025 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on March 20, 2025).

4.1*			Form of Preferred Stock Certificate and Form of Certificate of Designation of Preferred Stock.

4.2			Form of Indenture.

4.3*			Form of Debt Securities.

4.4*			Form of Common Stock Warrant Agreement and Warrant Certificate.

4.5*			Form of Preferred Stock Warrant Agreement and Warrant Certificate.

4.6*			Form of Debt Securities Warrant Agreement and Warrant Certificate.

5.1			Opinion of Sidley Austin LLP.


OPUS GENETICS, INC.

By:			/s/ Dr. George Magrath
			Dr. George Magrath Chief Executive Officer


Signature	Title	Date

/s/ Dr. George Magrath	Chief Executive Officer and Director (Principal Executive Officer)	August 6, 2026
Dr. George Magrath		August 6, 2026

/s/ Robert Gagnon	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	August 6, 2026
Robert Gagnon		August 6, 2026

/s/ Sean Ainsworth	Director	August 6, 2026
Sean Ainsworth	Director	August 6, 2026

/s/ Dr. Jean Bennett	Director	August 6, 2026
Dr. Jean Bennett	Director	August 6, 2026

/s/ Susan K. Benton	Director	August 6, 2026
Susan K. Benton	Director	August 6, 2026

/s/ Cam Gallagher	Director	August 6, 2026
Cam Gallagher	Director	August 6, 2026

/s/ Adrienne Graves	Director	August 6, 2026
Dr. Adrienne Graves	Director	August 6, 2026

/s/ Dr. Benjamin Yerxa	Director	August 6, 2026
Dr. Benjamin Yerxa	Director	August 6, 2026