Item 5. Other Information
Item 5. Other Information
On March 12, 2026 , Dr. George Magrath , the Company’s Chief Executive Officer , adopted a Rule 10b5‑1 trading plan (as defined in Rule 10b5‑1(c) under the Securities Exchange Act of 1934) providing for the potential sale of up to 1,000,000 shares of the Company’s common stock. Pursuant to the trading plan, sales of shares may commence on or after September 1, 2026, and is scheduled to terminate on or prior to December 31, 2028 , subject to earlier termination in accordance with its terms.
Item 6. Exhibits
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
3.1
Certificate of Designation of Preferences, Rights and Limitations of Series B Non-Voting Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on February 19, 2026).
3 . 2 **
Certificate of Amendment to the Restated Certificate of Incorporation of the Company, filed on April 20, 2026.
10.1
Securities Purchase Agreement, dated as of February 13, 2026, by and among Opus Genetics, Inc. and the Purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 19, 2026).
10.2
Registration Rights Agreement, dated as of February 18, 2026, by and among Opus Genetics, Inc. and several investors party thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on February 19, 2026).
10.3
Note Purchase Agreement, dated as of April 2, 2026, by and among Opus Genetics, Inc., as Issuer, the other Obligors party thereto, the Purchasers party thereto, and OPCM SA LLC, as Purchaser Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed April 7, 2026).
10.4
Stock Purchase and Conversion Agreement, dated as of April 2, 2026, by and between Opus Genetics, Inc. and TPC Investments Solutions LP and TPC Investments Solutions Co-Invest LP (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed April 7, 2026).
10. 5 **
Waiver and Omnibus Amendment of Note Purchase Agreement and Stock Purchase and Conversion Agreement, dated as of April 13, 2026, by and among Opus Genetics, Inc., OpusTX, LLC, certain Purchasers party thereto, and OPCM SA LLC.
10. 6 * *#
Amendment No. 2 to Consulting Agreement, dated as of April 10, 2026, by and between the Company and Jay S. Pepose, M.D.
31.1*
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS Inline XBRL Instance Document.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* Documents are furnished and not filed.
** Indicates exhibits that are being filed herewith.
# Indicates management contract or compensatory plan.
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Table of Contents
Opus Genetics, Inc.
Form 10-Q
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: May 12, 2026
Opus Genetics, Inc.
By: /s/ George Magrath
George Magrath
Chief Executive Officer and Director
(Principal Executive Officer)
By: /s/ Robert Gagnon
Robert Gagnon
Chief Financial Officer
(Principal Financial Officer and Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.