What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-06 compared with 2026-05-12 · 292 added, 174 removed, 437 unchanged (52% of the section changed)

12 unchanged sentences

Property and equipment, net 172 199

Restricted cash 100 —

Total assets $ 92,968 $ 50,243

4 unchanged sentences

Total current liabilities 7,605 7,781

Long-term debt 34,932 —

Warrant liabilities

3 unchanged sentences

Commitments and contingencies (Note 4 and Note 11)

Series B preferred stock, par value $ 0.0001 ;

7,374,632 shares and no shares were designated as of March 31, 2026 and December 31, 2025, respectively;

7,374,632 shares and no shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively.

Stockholders’ (deficit) equity:

Preferred stock, par value $ 0.0001 ;

2,625,368 shares and 10,000,000 shares authorized as of March 31, 2026 and December 31, 2025, respectively;

no shares issued and outstanding at March 31, 2026 and December 31, 2025.

10,000,000 shares authorized as of June 30, 2026 and December 31, 2025;

no shares issued and outstanding at June 30, 2026 and December 31, 2025.

Common stock, par value $ 0.0001 ;

125,000,000 shares authorized as of March 31, 2026 and December 31, 2025;

71,402,472 and 69,894,507 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively.

250,000,000 and 125,000,000 shares authorized as of June 30, 2026 and December 31, 2025, respectively;

82,647,946 and 69,894,507 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively.

Additional paid-in capital 249,228 203,930

10 unchanged sentences

For the Three Months Ended

June 30, For the Six Months Ended

2026 2025 2026 2025

License and collaborations revenue

5 unchanged sentences

Loss from operations ( 16,480 ) ( 8,906 ) ( 30,844 ) ( 18,835 )

Fair value change in warrant liabilities ( 51,364 ) 2,805

Fair value change in instruments measured at fair value 7,174 917 ( 44,190 ) 3,722

Financing costs ( 531 ) 35 ( 1,113 ) ( 1,337 )

Interest expense ( 69 ) —

Other income, net 1,739 534 2,514 836

6 unchanged sentences

Net loss per share:

Basic and diluted

Net loss per share - basic $ ( 0.08 ) $ ( 0.12 ) $ ( 0.81 ) $ ( 0.32 )

Net loss per share - diluted

$ ( 0.14 ) $ ( 0.12 ) $ ( 0.81 ) $ ( 0.32 )

Number of shares used in per share calculations:

Basic and diluted

Weighted average shares outstanding - basic 95,483,280 63,376,392 91,211,050 48,712,124

Weighted average shares outstanding - diluted

111,384,011 63,376,392 91,211,050 48,712,124

4 unchanged sentences

(in thousands, except share amounts)

Series A Preferred Stock Series B Preferred Stock Common Stock Additional

Series A Preferred Stock Common Stock Additional

Capital Accumulated

2 unchanged sentences

(Deficit) Equity

Shares Amount Shares Amount Shares Amount

Shares Amount Shares Amount

Balance at December 31, 2024 14,145.374 $ 18,843 31,574,657 $ 3 $ 145,719 $ ( 138,998 ) $ 6,724

12 unchanged sentences

Balance at March 31, 2025 14,145.374 $ 18,843 45,483,823 $ 5 $ 152,260 $ ( 147,192 ) $ 5,073

Conversion of preferred stock

( 14,145.374 ) ( 18,843 ) 14,145,374 1 18,842 — 18,843

Stock-based compensation — — 278,858 — 896 — 896

Issuance cost, net credit — — — — 81 — 81

Net and comprehensive loss — — — — — ( 7,420 ) ( 7,420 )

Balance at June 30, 2025 — $ — 59,908,055 $ 6 $ 172,079 $ ( 154,612 ) $ 17,473

Series B Preferred Stock Common Stock Additional

Capital Accumulated

Deficit Total

Stockholders’

(Deficit) Equity

Shares Amount Shares Amount

Balance at December 31, 2025 — $ — 69,894,507 $ 7 $ 203,930 $ ( 188,589 ) $ 15,348

4 unchanged sentences

Stock-based compensation — 118,465 — 1,464 — 1,464

Share repurchase for the payment of employee taxes — — — — ( 12,653 ) — ( 33 ) — ( 33 )

Share repurchases for the payment of employee taxes

— — ( 12,653 ) — ( 33 ) — ( 33 )

Exercise of stock options

3 unchanged sentences

Balance at March 31, 2026 7,374,632 $ 24,736 71,402,472 $ 7 $ 208,281 $ ( 254,124 ) $ ( 45,836 )

Conversion of Series B preferred stock to common stock

( 7,374,632 ) ( 24,736 ) 7,374,632 1 24,735 — 24,736

Issuance of common stock in connection with stock purchase and conversion agreement, net of issuance costs of $ 159

— — 1,116,070 — 4,841 — 4,841

Exercise of warrants — — 1,750,126 — 9,480 — 9,480

Exercise of stock options — — 177,173 — 484 — 484

Stock-based compensation — — — — 1,407 — 1,407

Vesting of restricted stock units — — 827,473 — — — —

Net and comprehensive loss — — — — — ( 8,098 ) ( 8,098 )

Balance at June 30, 2026 — $ — 82,647,946 $ 8 $ 249,228 $ ( 262,222 ) $ ( 12,986 )

See accompanying notes.

2 unchanged sentences

(in thousands)

For the Three Months Ended

For the Six Months Ended

Operating activities

3 unchanged sentences

Depreciation 27 27

Fair value change in warrant liabilities

Fair value change in instruments measured at fair value, net of cash interest paid of $ 281

43,909 ( 3,722 )

Non-cash interest

Warrant financing costs — 1,372

Non-cash interest, related party

Issuance costs related to financing activities 1,113 1,337

Unrealized loss from short-term investments — 2

5 unchanged sentences

Accrued expenses

1,236 ( 1,676 )

Net cash used in operating activities ( 24,677 ) ( 19,263 )

2 unchanged sentences

Financing activities

Proceeds from note purchase agreement 35,000 —

Proceeds from stock purchase and conversion agreement 5,000 —

Proceeds from issuance of Series B preferred stock 25,000 —

2 unchanged sentences

Proceeds from issuance of common stock in connection with the at-the-market program and purchase agreement 2,250 409

Issuance costs attributed to Series B preferred stock ( 153 ) —

Issuance costs attributed to equity instruments ( 491 ) ( 1,507 )

Issuance costs attributed to note purchase agreement ( 1,113 ) —

Proceeds from funding agreement, related party — 1,000

Exercise of warrants 1,663 —

Exercise of stock options 1,222 5

1 unchanged sentence

Net cash provided by financing activities 68,498 21,371

Net increase in cash and cash equivalents 14,868 11,471

Cash and cash equivalents at beginning of period 45,091 30,321

Cash and cash equivalents at end of period $ 59,959 $ 41,792

Net increase in cash, cash equivalents and restricted cash 43,821 2,108

Cash, cash equivalents and restricted cash at beginning of period 45,091 30,321

Cash, cash equivalents and restricted cash at end of period $ 88,912 $ 32,429

Supplemental disclosure of cash flow information:

Cash paid for income taxes $ — $ —

Cash paid for interest $ 281 $ —

Supplemental non-cash financing transactions:

Change in unpaid common stock issuance costs $ 139 $ —

Unpaid Series B preferred stock issuance costs $ 111 $ —

Conversion of preferred stock instruments $ 24,736 $ 18,843

Reclassification of warrant liability upon exercise $ 7,817 $ —

Paid-in-kind interest on outstanding Notes $ 281 $ —

Unpaid issuance costs $ — $ 477

See accompanying notes.

3 unchanged sentences

Opus Genetics, Inc.

(the “Company” or “Opus”), a Delaware corporation formerly known as Ocuphire Pharma, Inc., is a clinical-stage biopharmaceutical company developing gene therapies for the treatment of inherited retinal diseases (“IRDs”) and small molecule therapies for other ophthalmic disorders.

(the “Company” or “Opus”), a Delaware corporation formerly known as Ocuphire Pharma, Inc., is a clinical-stage biopharmaceutical company developing gene therapies to restore vision and prevent blindness in patients with inherited retinal diseases (“IRDs”).

The Company also has a small molecule therapy for other ophthalmic disorders.

The Company’s headquarters is located in Durham, North Carolina.

5 unchanged sentences

PS is a once-daily eye drop formulation of phentolamine mesylate designed to reduce pupil diameter and improve visual acuity.

PS was approved by the FDA for the treatment for pharmacologically induced mydriasis produced by adrenergic agonists (e.g., phenylephrine) or parasympatholytic (e.g., tropicamide) agents, or a combination thereof under the brand name RYZUMVI ® in September 2023 and was launched commercially in April 2024.

PS was approved by the U.S.

Food and Drug Administration ( “ FDA ”) for the treatment for pharmacologically induced mydriasis produced by adrenergic agonists (e.g., phenylephrine) or parasympatholytic (e.g., tropicamide) agents, or a combination thereof under the brand name RYZUMVI ® in September 2023 and was launched commercially in April 2024.

The Company is also developing PS for the treatment of presbyopia, an ophthalmic disorder that involves the progressive loss of ability to focus on close objects that results in blurred near vision, difficulty seeing in dim light, and eye strain.

12 unchanged sentences

Since its inception, the Company has devoted substantially all of its resources to drug development and clinical trials.

As of June 30, 2026, the Company had $ 88.8 million in cash and cash equivalents.

The Company believes its current available cash and cash equivalents will be sufficient to fund its operations for at least the next 12 months from the date of issuance of these financial statements.

Notes to Condensed Consolidated Financial Statements

As of March 31, 2026, the Company had $ 60.0 million in cash and cash equivalents and, as disclosed in Note 14 – Subsequent events, the Company received net proceeds of approximately $ 34.5 million from the first tranche of its senior secured notes facility with Oberland Capital Management LLC ("Oberland Capital") on April 21, 2026, the initial closing .

The Company believes its current available cash and cash equivalents, including the April 2026 proceeds from the Oberland Capital facility, will be sufficient to fund its operations for at least the next 12 months from the date of issuance of these financial statements.

In the future, the Company may need to raise additional funds until it is able to generate sufficient revenues to fund its development activities.

10 unchanged sentences

The Company’s significant accounting policies are described in Note 1, “Company Description and Summary of Significant Accounting Policies ” to the consolidated financial statements in its Annual Report on Form 10-K for the year ended December 31, 2025, that was filed with the SEC, on March 12, 2026 .

Since the date of those financial statements, there have been no material changes to the Company’s significant accounting policies.

Since the date of those financial statements, there were no material changes to the significant accounting policies, except as discussed below.

Fair Value Option Election

The Company has elected to account for the Notes under the fair value option in accordance with ASC 825, Financial Instruments .

The senior secured notes ( “Notes”) pursuant to the senior secured note purchase agreement (as amended from time to time, the “Note Purchase Agreement”), dated as of April 2, 2026, by and among the Company and certain of its subsidiaries as guarantors and OPCM SA LLC, as purchaser agent (“Purchaser Agent”), and certain purchasers party thereto (the “Purchasers”) (see Note 7 – Debt) are financial liabilities that contain certain embedded features that otherwise may have required separate evaluation and potential bifurcation under ASC 815, Derivatives and Hedging .

Under the fair value option, the senior secured notes were initially recognized at fair value on the issuance date and are subsequently remeasured at fair value at each reporting date.

Changes in fair value are recognized in earnings, except for changes attributable to instrument-specific credit risk, which are recognized in other comprehensive income.

Recent Accounting Pronouncements

4 unchanged sentences

The Company is currently evaluating the potential impact that this new standard will have on its consolidated financial statements and related disclosures.

Cash, cash equivalents and restricted cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows (in thousands):

Notes to Condensed Consolidated Financial Statements

2026 December 31,

Cash and cash equivalents

$ 88,812 $ 45,091

Restricted cash 100 —

Total cash, cash equivalents and restricted cash $ 88,912 $ 45,091

Amounts included in restricted cash as of June 30, 2026 represent cash held to collateralize outstanding letters of credit provided as security deposit for the Company's credit card facility.

Fair Value Measurements

7 unchanged sentences

Unobservable inputs in which there is little or no market data available, which requires management to develop its own assumptions in pricing the asset or liability.

As of June 30, 2026 and December 31, 2025, the fair values of cash and cash equivalents, accounts receivable, contract assets and unbilled receivables, prepaid and other assets, accounts payable and accrued expenses approximated their carrying values because of the short-term nature of these assets or liabilities.

The value of the long-term funding agreement, related party line item was determined on an amortized cost basis, based on an effective rate of interest.

The fair value of the financial liabilities associated with the March 2025 Warrants and March 2025 Private Placement Warrants (as defined below) are based on cash flow models discounted at current implied market rates representing expected returns by market participants for similar instruments and are based on Level 3 inputs as well the Company’s underlying stock price and associated volatility, expected term and market interest rates (see Note 9 – Financings).

The fair value of the financial liabilities associated with the Notes pursuant to the Note Purchase Agreement represents the present value of estimated future payments, including interest, principal, and Repayment Amount (as defined in the Note Purchase Agreement ( see Note 7 – Debt).

The fair value measurement is based on significant Level 3 unobservable inputs such as the probability and timing of the Repayment Amount and the discount rate.

The Company determined the fair value of the Notes utilizing a discounted cash flow model of estimated future payments including interest, principal, and Repayment Amount utilizing a discount rate calculated as the term matched risk-free rate plus credit spread.

At April 21, 2026, the Notes issuance date, the Company utilized a discount rate of 8.9 % and determined the fair value of the Notes to be $ 35.0 million .

At June 30, 2026, the Company utilized a discount rate of 9.1 % .

The fair value of the Notes at June 30, 2026 were $ 34.9 million which differed from the contractual principal amount of $ 35.3 million, inclusive of paid-in-kind interest, by $( 0.3 ) million .

Significant increases or decreases in any of these inputs in isolation could result in a significantly lower or higher fair value measurement.

There were no transfers between fair value hierarchy levels during the three and six months ended June 30, 2026 and 2025.

Notes to Condensed Consolidated Financial Statements

As of March 31, 2026 and December 31, 2025, the fair values of cash and cash equivalents, accounts receivable, contract assets and unbilled receivables, prepaid and other assets, accounts payable and accrued expenses approximated their carrying values because of the short-term nature of these assets or liabilities.

The fair value of the long-term funding agreement, related party line item was determined on an amortized cost basis, based on an effective rate of interest.

The fair value of the liabilities associated with the March 2025 Warrants and March 2025 Private Placement Warrants (as defined below) are based on cash flow models discounted at current implied market rates representing expected returns by market participants for similar instruments and are based on Level 3 inputs as well the Company’s underlying stock price and associated volatility, expected term and market interest rates (See Note 7 – Financings).

There were no transfers between fair value hierarchy levels during the three months ended March 31, 2026 and 2025.

The fair value of financial instruments measured on a recurring basis is as follows (in thousands):

As of March 31, 2026

As of June 30, 2026

Description Total Level 1 Level 2 Level 3

Financial liabilities:

Warrant liabilities $ 62,145 $ — $ — $ 62,145

Total liabilities at fair value $ 77,349 $ — $ — $ 77,349

Notes $ 34,932 $ — $ — $ 34,932

Total financial liabilities at fair value $ 97,077 $ — $ — $ 97,077

As of December 31, 2025

Description Total Level 1 Level 2 Level 3

Financial liabilities:

Warrant liabilities $ 25,985 $ — $ — $ 25,985

Total liabilities at fair value $ 25,985 $ — $ — $ 25,985

The following table provides a roll-forward of liabilities measured at fair value on a recurring basis using unobservable level 3 inputs for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended

Notes $ — $ — $ — $ —

Total financial liabilities at fair value $ 25,985 $ — $ — $ 25,985

The following table provides a roll-forward of the warrant financial liability measured at fair value on a recurring basis using unobservable level 3 inputs for the six months ended June 30, 2026 and 2025 (in thousands):

Six Months Ended

Warrant liabilities

1 unchanged sentence

Issuance of March 2025 Warrants and March 2025 Private Placement Warrants — 15,520

Warrant exercises ( 7,817 ) —

Change in fair value 43,977 ( 3,720 )

Balance as of end of period $ 62,145 $ 11,800

The following table provides a roll-forward of the Notes financial liability measured at fair value on a recurring basis using unobservable level 3 inputs for the period from April 21, 2026 through June 30, 2026 (in thousands):

Fair value at April 21, 2026 (issuance) $ 35,000

Fair value change reported in statements of operations 213

Change in fair value reported in other comprehensive loss —

Interest payments ( 281 )

Fair value at June 30, 2026 $ 34,932

There were no financial instruments measured on a non-recurring basis for any of the periods presented.

4 unchanged sentences

In exchange for the patent and other intellectual rights, the Company agreed to certain milestone payments and royalty payments on future sales (See Note 11 – Apexian Sublicense Agreement).

Notes to Condensed Consolidated Financial Statements

University of Pennsylvania LCA5/RDH12 License Agreement

On June 15, 2022, Opus entered into an amended and restated license agreement (the “LCA5/RDH12 Agreement”) with the Trustees of the University of Pennsylvania (“Penn”) pursuant to which it was granted an exclusive, royalty-bearing license to certain patents and a non-exclusive license to certain information relating to products directed towards treatment or correction of mutation of the LCA5 or RDH12 genes.

In return for these rights, the Company is obligated to make certain development, regulatory and commercial milestone payments up to a maximum potential aggregate amount of $ 2.6

Notes to Condensed Consolidated Financial Statements

million and royalty payments on future net sales of such products.

In return for these rights, the Company is obligated to make certain development, regulatory and commercial milestone payments up to a maximum potential aggregate amount of $ 2.6 million and royalty payments on future net sales of such products.

Until the Company is required to pay royalties under the LCA5/RDH12 Agreement, the Company must pay a de minimis annual license maintenance fee to Penn.

The Company is also obligated to make payments on any sublicense income, with such percentage depending on the stage of product development, which there was no sublicense income for any of the periods presented.

No development, regulatory or commercial milestones were satisfied during the three months ended March 31, 2026 related to the LCA5/RDH12 Agreement .

The Company is also obligated to make payments on any sublicense income, with such percentage depending on the stage of product development.

As of June 30, 2026, the Company determined that none of the future obligations under the LCA5/RDH12 Agreement were probable, and accordingly, no liabilities were recorded related to the agreement.

Iveric Asset Purchase Agreement – BEST1 and RHO Programs

2 unchanged sentences

In return for these rights, the Company is obligated to make payments to Iveric upon the achievement of specified development, regulatory and commercial milestones, the maximum potential aggregate amount of such payments being $ 111.7 million.

No development, regulatory or commercial milestones were satisfied during the three months ended March 31, 2026 related to the Iveric Agreement .

As of June 30, 2026, the Company determined that none of the future obligations under the Iveric Agreement were probable, and accordingly, no liabilities were recorded related to the Iveric Agreement.

Penn and University of Florida BEST1 License Agreement

6 unchanged sentences

In consideration for Penn and UF’s consent to the assignment of the BEST1 License to us under the Iveric Agreement, the Company will also pay Penn a percentage of each milestone payment that we are required to pay to Iveric under the Iveric Agreement.

No development, regulatory or commercial milestones were satisfied during the three months ended March 31, 2026 related to the BEST1 License.

As of June 30, 2026, the Company determined that none of the future obligations under the BEST1 License were probable, and accordingly, no liabilities were recorded related to the BEST1 License.

Penn and UF RHO License Agreement

1 unchanged sentence

In return for these rights, the Company is obligated to make development, regulatory and commercial milestone payments, the maximum potential aggregate amount of such payments being $ 93.5 million and royalty payments on future sales of such products.

No development, regulatory or commercial milestones were satisfied during the three months ended March 31, 2026 related to the RHO License.

As of June 30, 2026, the Company determined that none of the future obligations under the RHO License were probable, and accordingly, no liabilities were recorded related to the RHO License.

Massachusetts Eye and Ear Infirmary License Agreement

On November 9, 2021, Opus entered into a license agreement with the Massachusetts Eye and Ear Infirmary (“MEEI”), granting an exclusive worldwide license of MEEI patents for use in the NMNAT1 program for all products and processes including the treatment of retinal disease in humans, and a non-exclusive worldwide license to technological information.

On November 9, 2021, Opus entered into a license agreement (“MEEI License”) with the Massachusetts Eye and Ear Infirmary (“MEEI”), granting an exclusive worldwide license of MEEI patents for use in the NMNAT1 program for all products and processes including the treatment of retinal disease in humans, and a non-exclusive worldwide license to technological information.

In return for these rights, the Company is obligated to make development and regulatory milestone payments, the maximum potential aggregate amount of such payments being $ 0.4 million and royalty payments on future sales of such products.

No development or regulatory milestones were satisfied during the three months ended March 31, 2026 related to the MEEI license agreement for NMNAT1.

As of June 30, 2026, the Company determined that none of the future obligations under the MEEI License were probable, and accordingly, no liabilities were recorded related to the MEEI License.

Notes to Condensed Consolidated Financial Statements

Rexahn CVR Agreement

On November 5, 2020 , the Company completed a merger transaction with Rexahn (“Rexahn Merger”).

In connection with the Rexahn Merger, the Company, Shareholder Representatives Services LLC, as representative of the Rexahn

Notes to Condensed Consolidated Financial Statements

stockholders prior to the Merger, and Olde Monmouth Stock Transfer Co., Inc., as the rights agent, entered into the Contingent Value Rights Agreement (the “CVR Agreement”).

In connection with the Rexahn Merger, the Company, Shareholder Representatives Services LLC, as representative of the Rexahn stockholders prior to the Merger, and Olde Monmouth Stock Transfer Co., Inc., as the rights agent, entered into the Contingent Value Rights Agreement (the “CVR Agreement”).

Pursuant to the terms of the Rexahn Merger and the CVR Agreement, Rexahn stockholders of record as of immediately prior to the effective time of the Rexahn Merger received one contingent value right (“CVR”) for each share of Rexahn common stock held.

1 unchanged sentence

The CVR Agreement will continue in effect until the later of the end of the CVR Term (as defined in the CVR Agreement) and the payment of all amounts payable thereunder.

As of March 31, 2026, no payments subject to the CVR Agreement had been received beyond those previously reported in the second and third quarters of calendar year 2021.

In addition, no milestones had been accrued as of March 31, 2026, as there were no potential milestones yet considered probable beyond those previously reported.

As of June 30, 2026, no payments subject to the CVR Agreement had been received beyond those previously reported in the second and third quarters of calendar year 2021.

In addition, no milestones had been accrued as of June 30, 2026, as there were no potential milestones yet considered probable beyond those previously reported.

Facility and Other Leases

1 unchanged sentence

All of the Company's leases qualify for the short-term lease exception under ASC 842, Leases .

The rent expense associated with all leases amounted to $ 0.1 million during each of the three months ended March 31, 2026 and 2025.

The rent expense associated with all leases amounted to $ 0.1 million and $ 0.2 million during the three and six months ended June 30, 2026, respectively, and $ 0.1 million and $ 0.2 million during the three and six months ended June 30, 2025, respectively.

In the ordinary course of business, from time to time, the Company may be subject to a broad range of claims and legal proceedings that relate to contractual allegations, patent infringement and other claims.

7 unchanged sentences

$ 3,514 $ 2,061

Professional services 1,249 420

Compensation and benefits 1,571 1,992

Professional services 618 420

Total $ 5,724 $ 4,488

4 unchanged sentences

Pursuant to the Pepose Consulting Agreement, Dr.

Pepose was paid a monthly consulting fee and received an award of 32,000 RSUs, as well as stock options to purchase 48,000 shares of the Company’s common stock.

Pepose was paid a monthly consulting fee and received an award of 32,000 restricted stock units (“RSUs”), as well as stock options to purchase 48,000

Notes to Condensed Consolidated Financial Statements

shares of the Company’s common stock.

The RSUs vested in 12 equal monthly installments that began on May 11, 2024 and concluded on April 11, 2025 .

On November 21, 2024 , the Pepose Consulting Agreement was amended to continue through April 11, 2026, and was further amended on April 10, 2026 to continue through May 11, 2026.

Notes to Condensed Consolidated Financial Statements

Under the Pepose Consulting Agreement, the Company incurred consulting expenses of $ 0.1 million during each of the three - month periods ended March 31, 2026 and 2025 .

Under the Pepose Consulting Agreement, the Company incurred consulting expenses of $ 0.1 million and $ 0.2 million during the three and six months ended June 30, 2026, respectively, and $ 0.1 million and $ 0.2 million during the three and six months ended June 30, 2025, respectively .

March 2025 Subscription Agreements with Dr.

1 unchanged sentence

On March 21, 2025, the Company entered into a subscription agreement with each of Dr.

George Magrath, the Company’s Chief Executive Officer, and Cam Gallagher, the chairman of the Company’s board of directors (the “Board”), in connection with a private offering of our securities.

For more information, see Note 7 – Financings.

Letter Agreement and Strategic Partnership—FFB

On August 25, 2022, the Company entered into a binding letter of agreement (“2022 Binding Letter Agreement”) with Foundation Fighting Blindness (“FFB”), a significant stockholder of the Company, and the Jaeb Center for Health Research (the “JCHR”) to collaborate on natural history studies involving individuals with retinal dystrophies associated with mutations in multiple genes of interest.

On August 25, 2022, the Company entered into a binding letter of agreement (“2022 Binding Letter Agreement”) with Foundation Fighting Blindness (“FFB”) and the Jaeb Center for Health Research (the “JCHR”) to collaborate on natural history studies involving individuals with retinal dystrophies associated with mutations in multiple genes of interest.

Under the terms of the 2022 Binding Letter Agreement, FFB and the JCHR had the sole responsibility and authority to design and conduct the study, with input from the Company.

1 unchanged sentence

On May 27, 2025, the Company entered into a binding letter of agreement (“2025 Letter Agreement”) with FFB and the JCHR, which superseded and canceled the 2022 Binding Letter Agreement.

As of March 31, 2026 a total of $ 0.4 million was paid by the Company under the 2022 Binding Letter Agreement and no more payments were due under the 2022 Binding Letter Agreement.

As of June 30, 2026 a total of $ 0.4 million was paid by the Company under the 2022 Binding Letter Agreement and no more payments were due under the 2022 Binding Letter Agreement.

Under the 2025 Letter Agreement, the Company will collaborate with FFB and the JCHR on portions of a study involving individuals with retinal dystrophies associated with mutations in the RDH12 or BEST1 genes (the “Study”).

5 unchanged sentences

The Company paid the initial $ 0.3 million due on or before June 30, 2025 under the 2025 Letter Agreement which was recorded as research and development expense.

As of March 31, 2026, the Company is required to fund one additional installment in the aggregate of $ 0.3 million upon receipt of future semi-annual reports.

During the three months ended March 31, 2026 , $ 0.1 million of the remaining $ 0.3 million obligation was recognized in the condensed consolidated financial statements.

As of June 30, 2026, the Company is required to fund one additional installment in the aggregate of $ 0.3 million upon receipt of future semi-annual reports.

A total of $ 0.1 million and $ 0.2 million of the remaining $ 0.3 million obligation was recognized in the condensed consolidated financial statements during the three and six months ended June 30, 2026, respectively .

RDF Agreement

On June 13, 2025, the Company entered into a funding agreement (the “RDF Agreement”) with the Foundation Fighting Blindness Retinal Degeneration Fund (“RDF”), whose sole member is FFB, a significant stockholder of the Company, relating to the Company’s program to develop gene therapies to treat patients impacted by retinitis pigmentosa caused by pathogenic variants in the Mer proto-oncogene tyrosine kinase (MERTK) gene (the “MERTK Program”).

On June 13, 2025, the Company entered into a funding agreement (the “RDF Agreement”) with the Foundation Fighting Blindness Retinal Degeneration Fund (“RDF”), whose sole member is FFB relating to the Company’s program to develop gene therapies to treat patients impacted by retinitis pigmentosa caused by pathogenic variants in the Mer proto-oncogene tyrosine kinase (MERTK) gene (the “MERTK Program”).

The RDF Agreement provides for nondilutive funding by RDF of up to $ 2.0 million to support the development of the MERTK Program, $ 1.0 million of which was disbursed to the Company in June 2025 and up to $ 1.0 million of which may be disbursed to the Company upon achievement of a specified development milestone subject to RDF’s receipt of eligible funds.

1 unchanged sentence

If the Company is unable to achieve certain milestones by certain dates, or otherwise fails to meet its diligence obligations, the Company will be obligated to collaborate with RDF to out-license or otherwise make applicable rights available to a third party.

Notes to Condensed Consolidated Financial Statements

In addition, the Company will pay a milestone payment equal to the total amounts funded by RDF under the RDF Agreement upon the achievement of a regulatory milestone.

The Company will also make tiered royalty payments to RDF in low-to-mid single percentages until RDF has received aggregate royalty payments equal to 300 % of the amounts funded by RDF under the Agreement.

In the event of a change of control of the Company or a sale or exclusive license of the

Notes to Condensed Consolidated Financial Statements

MERTK Program, RDF will have the option to require the Company to buy out RDF’s interest under the Agreement for an amount equal to 100 % of the funds disbursed to the Company under the Agreement.

The Agreement may be terminated by either party for cause, including material breach or bankruptcy, subject to a cure period.

In the event of a change of control of the Company or a sale or exclusive license of the MERTK Program, RDF will have the option to require the Company to buy out RDF’s interest under the RDF Agreement for an amount equal to 100 % of the funds disbursed to the Company under the RDF Agreement.

The RDF Agreement may be terminated by either party for cause, including material breach or bankruptcy, subject to a cure period.

The RDF Agreement was accounted for as debt under ASC 470, Debt .

ASC 470 requires interest expense to be recorded under an effective interest rate method.

During the three months ended March 31, 2026, interest expense was $ 0.1 million based on an effective rate of interest of 24.2 % and was recorded as interest expense in the accompanying condensed consolidated statements of comprehensive loss.

The accreted liability in connection with the RDF Agreement was $ 1.2 million as of March 31, 2026 and was recorded under the funding agreement, related party line item in the accompanying condensed consolidated balance sheets.

During each of the three and six months ended June 30, 2026, interest expense was $ 0.1 million based on an effective rate of interest of 24.2 % and was recorded in Other income, net in the accompanying condensed consolidated statements of comprehensive loss.

There was no interest expense related to the RDF Agreement during the prior periods presented.

The accreted liability in connection with the RDF Agreement was $ 1.3 million as of June 30, 2026 and was recorded under the funding agreement, related party line item in the accompanying condensed consolidated balance sheets.

Note Purchase Agreement

On April 2, 2026, the Company and certain of its subsidiaries as guarantors entered into the Note Purchase Agreement with OPCM SA LLC, as Purchaser Agent, and certain Purchasers.

Capitalized terms used in this section but not defined herein have the meanings given to such terms in the Note Purchase Agreement.

The Note Purchase Agreement provides for, among other things, the issuance of up to $ 155.0 million of Notes, of which the Purchasers have committed to purchase $ 105.0 million and the remaining $ 50.0 million is uncommitted.

The issuance and purchase of each tranche of Notes is subject to the satisfaction of customary funding conditions and, in certain cases, achievement of certain pre-determined milestones.

An initial tranche of $ 35.0 million was funded at the initial closing following the effective date of the Note Purchase Agreement, which occurred on April 21, 2026 (the “First Purchase Date”) resulting in net proceeds of approximately $ 34.5 million.

A second tranche of $ 35.0 million will be available at the Company’s option until April 2, 2027.

A third tranche (the “Third Tranche”) of $ 25.0 million will be funded upon the FDA Application Acceptance Date for OPGx-LCA5 on or prior to March 31, 2028.

A fourth tranche of $ 10.0 million will be available, (a) at the Company’s option, if the FDA Approval Date for OPGx-LCA5 has occurred or, (b) at the Purchaser Agent’s option, if the Third Tranche has not been funded (whether or not the FDA Application Acceptance Date or FDA Approval Date has occurred), in each case, on or prior to March 31, 2028.

An additional $ 50.0 million of uncommitted financing (separated into two equal tranches of $ 25.0 million) will be available upon the request of the Company but subject to the approval of each Purchaser in its sole discretion until December 31, 2027.

The Notes mature on April 21, 2033 (the “Maturity Date”) and bear interest at a rate per annum equal to Term SOFR for the three-month interest period (subject to a 3.68 % floor) plus the Applicable Margin, payable quarterly.

Interest payable on the first eight interest payment dates following the effective date of the Note Purchase Agreement shall be payable as follows:

50 % of the interest owed for each applicable period shall be paid in kind and the remaining 50 % of interest owed for such applicable period shall be paid in cash.

Thereafter, 100 % of the interest owed for each applicable period shall be paid in cash.

The Company shall make a payment of principal on each outstanding Note on the sixth anniversary of the First Purchase Date in an amount equal to half of the aggregate principal amount of such Notes outstanding on such date, with the remaining balance payable on the Maturity Date.

Concurrently with the Note Purchase Agreement, on April 2, 2026, the Company entered into a stock purchase and conversion agreement (the “Purchase and Conversion Agreement”) with the Purchasers providing for the issuance of an aggregate of 1,116,070 shares (the “Purchase Shares”) of its common stock at a price per share equal to $ 4.48 (the “Per Share Purchase Price”), for an aggregate purchase price of $ 5.0 million (see Note 9 – Financings).

In connection with the Note Purchase Agreement and Purchase and Conversion Agreement, the Company received aggregate gross proceeds of $ 40.0 million from the issuance of Notes and Purchase Shares.

The Company elected to account for the Notes under the fair value option in accordance with ASC 825 (see Note 3 – Fair Value Measurements) .

At issuance, the fair value of the Notes was determined to be $ 35.0 million, and such amount was allocated to the Notes.

The residual $ 5.0 million of proceeds was allocated to the Purchase Shares issued in connection with the Purchase and Conversion Agreement and recorded within stockholders’ (deficit) equity.

On April 13, 2026, the Company, the Purchaser Agent and the Purchasers entered into a Waiver and Omnibus Amendment to the Note Purchase Agreement and Purchase and Conversion Agreement (the “Waiver and Omnibus Amendment”).

Notes to Condensed Consolidated Financial Statements

Waiver and Omnibus Amendment revised the Per Share Purchase Price to the lower of $ 4.48 per share or a 30 day volume weighted average price of the Company's common stock ending on the issuance date of the Purchase Shares, revised the Notes conversion price to the lower of $ 6.72 or 150 % of the Per Share Purchase Price, and updated the expected issuance of the Purchase Shares to be on or about May 22, 2026, subject to the satisfaction of customary closing conditions.

Pursuant to the Note Purchase Agreement, as amended by the Waiver and Omnibus Amendment, following the Issuance Authorization and prior to the date that is 18 months after the date that is 30 days after the effective date of the Initial Registration Statement, any Purchaser may, at any time and from time to time, subject to the notice and other terms and conditions set forth in the Note Purchase Agreement, elect to convert up to 10 % in the aggregate of the principal amount of such Purchaser’s Notes then outstanding (the “Conversion Amount”) into shares (the “Conversion Shares”) of the Company’s common stock.

The number of Conversion Shares issuable upon such conversion shall be equal to the Conversion Amount divided by the lower of $ 6.72 and 150 % of the Per Share Purchase Price, in each case as amended by the Waiver and Omnibus Amendment.

Upon any such conversion, an aggregate principal amount of Notes equal to the Conversion Amount shall be deemed paid and satisfied in full and shall cease to accrue interest.

Any interest accrued and unpaid through and including the date of such conversion shall remain outstanding and shall be payable in cash on the next interest payment date (or, if the Company and the Purchasers so elect in writing, shall be convertible into Conversion Shares).

The Company may voluntarily prepay the Notes in full at any time subject to a prepayment premium.

Moreover, a prepayment premium may also be payable by the Company upon the occurrence of, (i) at any time prior to the first anniversary of the First Purchase Date, an acceleration of the obligations under the Note Purchase Agreement following an event of default (other than a change of control) or, (ii) at any time prior to the date that is 18 months after the First Purchase Date, a change of control of the Company that is not otherwise consented to by the Purchasers holding a majority of the outstanding Notes.

The Company is required to make mandatory prepayments of the Notes with net cash proceeds from insurance proceeds or condemnation awards, in each case, subject to certain exceptions and reinvestment rights.

The obligations of the Company under the Note Purchase Agreement are guaranteed by certain of its existing subsidiaries and are required to be guaranteed by subsequently acquired or organized subsidiaries, subject to certain exceptions (collectively, the “Guarantors”).

The obligations of the Company under the Note Purchase Agreement and of the Guarantors under their respective guaranty are secured, subject to customary permitted liens and other agreed upon exceptions, by (a) a pledge of all of the equity interests of the Company’s and the Guarantors’ direct subsidiaries, and (b) a perfected security interest in substantially all of the Company’s and the Guarantors’ tangible and intangible assets.

The Note Purchase Agreement contains customary representations and warranties and, among other customary terms, contains events of default which are customary for financings of this type, in certain circumstances subject to specified cure periods.

Following an event of default and any cure period, if applicable, the Purchaser Agent will have the right upon notice to terminate any undrawn commitments and may accelerate all amounts outstanding under the Note Purchase Agreement, in addition to other remedies available to it as a secured creditor of the Company.

The Notes contain various embedded features, including conversion, prepayment, acceleration and tranche-related features, and the Company's election of the fair value option allows the Company to account for the Notes at fair value without separately evaluating potential embedded derivatives for bifurcation.

Under the fair value option, the financial liability is initially measured at its fair value on the issuance date and subsequently remeasured at estimated fair value on a recurring basis at each reporting date.

Changes in the fair value of the Notes, which include accrued interest, if any, are recorded as a component of change in fair value of Notes in the condensed consolidated statements of comprehensive loss.

The Company has not elected to present interest expense separately from changes in fair value and therefore does not separately present interest expense associated with the Notes.

Changes in fair value caused by instrument-specific credit risk are presented separately in other comprehensive income or loss within the condensed consolidated statements of changes in convertible preferred stock and stockholders’ (deficit) equity .

The portion of total changes in fair value of Notes attributable to changes in instrument-specific credit risk is determined through specific measurement of periodic changes in the discount rate assumption exclusive of base market changes.

Refer to Note 3 – Fair Value Measurements for a reconciliation of the change in fair value of the Notes for the three and six months ended June 30, 2026.

Under the fair value option, debt issuance costs are expensed as incurred.

The Company incurred approximately $ 1.3 million of transaction costs in connection with the Note Purchase Agreement and Purchase and Conversion Agreement, of which $ 1.1 million was allocated to the Notes and expensed as incurred, and $ 0.2 million was allocated to the common stock and recorded as a reduction of additional paid-in capital.

As of June 30, 2026, future principal payments under the Note Purchase Agreement are due as follows (in thousands):

Notes to Condensed Consolidated Financial Statements

Total principal payments $ 35,281

Preferred Stock

2 unchanged sentences

The Series B Certificate of Designation provided for the authorization of 7,374,632 shares of Series B preferred stock, of which 7,374,632 shares of Series B preferred stock were issued upon the closing of the February 2026 Private Placement.

The Series B preferred stock was convertible into shares of the Company's common stock on a one ‑for‑one basis, subject to stockholder approval of an increase in the Company’s authorized common stock by amendment to the Company’s Certificate of Incorporation (the “Charter”) and certain beneficial ownership limitations.

Upon receipt of such stockholder approval (the “Authorized Stock Proposal”) at the 2026 Annual Meeting of Stockholders on April 20, 2026 (the “2026 Annual Meeting”) and the filing of the associated amendment to the Charter with the Delaware Secretary of State, each share of Series B preferred stock was automatically converted into one share of common stock.

For further information, see Note 14 – Subsequent Events.

On April 20, 2026, the Company held its 2026 Annual Meeting of Stockholders.

During the 2026 Annual Meeting, the Company's stockholders voted to approve the conversion of each share of Series B preferred stock, on a one‑for‑one basis, into common stock.

Subsequently, on April 23, 2026, all shares of Series B preferred stock were converted into 7,374,632 shares of common stock.

Series A Preferred Stock

5 unchanged sentences

Subsequently, on May 5, 2025, all shares of Series A preferred stock were converted into 14,145,374 shares of common stock.

May 2026 Oberland Stock Purchase Agreement

Concurrently with the Note Purchase Agreement, on April 2, 2026, the Company entered into the Purchase and Conversion Agreement with the Purchasers providing for the issuance of an aggregate of 1,116,070 shares of its common stock at a price per share equal to $ 4.48 , for an aggregate purchase price of $ 5.0 million.

The Purchase and Conversion Agreement also provides the Purchasers with an option to acquire additional Purchase Shares (the “Option Shares”) at a price per share equal to $ 0.0001 (subject to adjustment as set forth in the Purchase and Conversion Agreement, the “Per Share Exercise Price”) in the event that prior to October 2, 2026, the Company issues shares of its common stock (or instruments exercisable for or convertible into shares of its common stock) at an effective sale price per share below the Per Share Purchase Price, subject to certain exceptions (a “Dilutive Equity Round”).

The number of Option Shares issuable upon exercise of such option will be such that, accounting for the sale and issuance of the Option Shares, the weighted average of the Per Share Purchase Price and Per Share Exercise Price for all Purchase Shares (including Option Shares) issued pursuant to the Purchase and Conversion Agreement, taken together, shall equal the lowest effective sale price per share paid in cash by third party investors to the Company for its common stock issued by the Company in such Dilutive Equity Round.

The Purchase and Conversion Agreement was amended on April 13, 2026 to revise the Per Share Purchase Price to the lower of $ 4.48 per share or a 30 day volume weighted average price of the Company's common stock ending on the

Notes to Condensed Consolidated Financial Statements

issuance date of the Purchase Shares and updated the expected issuance of the Purchase Shares to be on or about May 22, 2026, subject to the satisfaction of customary closing conditions.

The issuance of the Purchase Shares pursuant to the Purchase and Conversion Agreement closed on May 26, 2026, resulting in the issuance of 1,116,070 shares of common stock for aggregate gross proceeds of $ 5.0 million.

The Company evaluated the common stock issued under the Purchase and Conversion Agreement, together with the related forward share commitment and down-round participation right, and concluded that the common stock issuance should be classified in permanent equity.

The related forward share commitment and down-round participation right were evaluated as freestanding financial instruments and derivative liabilities;

however, the Company determined that the fair value of each was de minimis, and therefore no proceeds were allocated to those instruments.

In connection with the Note Purchase Agreement and Purchase and Conversion Agreement, the Company received aggregate gross proceeds of $ 40.0 million from the issuance of Notes and Purchase Shares.

A total of $ 35.0 million was allocated to the Notes based on the fair value on the First Purchase Date, with the residual $ 5.0 million of proceeds received under the Purchase and Conversion Agreement being allocated to the Purchase Shares and recorded within stockholders’ (deficit) equity, net of allocated issuance costs of $ 0.2 million, with such issuance costs recorded as a reduction of additional paid-in capital.

February 2026 Private Placement

1 unchanged sentence

The private placement closed on February 18, 2026 , resulting in gross proceeds of approximately $ 25.0 million .

As a result of the approval by stockholders of the Authorized Stock Proposal at the 2026 Annual Meeting on April 20, 2026 and filing the associated amendment, all of the shares of Series B preferred stock were automatically converted into the same number of shares of common stock.

For further information, see Note 14 – Subsequent Events.

March 2025 Financings

1 unchanged sentence

Pursuant to the underwriting agreement, the Company agreed to issue and sell, in an underwritten public offering (the “March 2025 Offering”), 12,219,736 shares of common stock and warrants to purchase up to 21,052,631 shares of common stock (the “March 2025 Warrants”).

Each share of common stock was sold together with one March 2025 Warrant to purchase one share of common stock, at a price to the public of $ 0.95 per share and related March 2025

Notes to Condensed Consolidated Financial Statements

Each share of common stock was sold together with one March 2025 Warrant to purchase one share of common stock, at a price to the public of $ 0.95 per share and related March 2025 Warrant.

The Company also issued 8,832,895 pre-funded warrants (“Pre-Funded Warrants”) at a price to the public of $ 0.9499 per Pre-funded Warrant.

12 unchanged sentences

The exercise prices and numbers of shares of common stock issuable upon exercise are subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the common stock and also upon any distributions of assets, including cash, stock or other property to our stockholders.

A holder may not exercise the March 2025 Warrant if, after giving effect to such exercise, the holder (together with its affiliates) would beneficially own (as determined in accordance with the terms of the March 2025 Warrants) more than 4.99 % (or, at the election of the holder, 9.99 %) of the outstanding common stock immediately after giving effect to the exercise.

Notes to Condensed Consolidated Financial Statements

giving effect to the exercise.

Lastly, certain volatility provisions in the event of a fundamental transaction precluded the March 2025 Warrants from being considered indexed to the Company’s own stock, and as such, were classified on the condensed consolidated balance sheets as warrant liabilities.

3 unchanged sentences

Additionally, as more fully described in the Form of Warrant, in the event of certain fundamental transactions, the holders of the March 2025 Warrants will be entitled to receive consideration in an amount equal to the Black Scholes Value of the remaining unexercised portion of the March 2025 Warrants on the date of consummation of such fundamental transaction.

The fair value of the March 2025 Warrants as of March 31, 2026 and December 31, 2025 was $ 73.3 million and $ 24.6 million, respectively, and are recorded in the warrant liabilities line item in the accompanying condensed consolidated balance sheets.

The fair value change during the three months ended March 31, 2026 and 2025 was an expense of $ 48.7 million and income of $ 2.7 million , respectively.

The fair value of these instruments were based on a Monte Carlo simulation incorporating a volatility rate of 75.0 % and 72.5 % as of March 31, 2026 and December 31, 2025 , respectively, a risk free rate of 3.8 % and 3.6 % as of March 31, 2026 and December 31, 2025 , respectively, the market price of the Company’s common stock at $ 4.55 and $ 2.01 per share as of March 31, 2026 and December 31, 2025 , respectively, and other factors over a simulated term of 4.0 years and 4.2 years at March 31, 2026 and December 31, 2025 , respectively .

As disclosed in Note 2 – Fair Value Measurements , the March 2025 Warrants are measured at fair value using significant unobservable inputs, which are subject to a high degree of management judgment which includes the estimated probability

Notes to Condensed Consolidated Financial Statements

and timing of achieving certain data release milestones.

The fair value of the March 2025 Warrants as of June 30, 2026 and December 31, 2025 was $ 58.6 million and $ 24.6 million, respectively, and are recorded in the warrant liabilities line item in the accompanying condensed consolidated balance sheets.

The fair value change during the six months ended June 30, 2026 and 2025 was an expense of $ 41.8 million and income of $ 3.5 million , respectively.

The fair value change during the three months ended June 30, 2026 and 2025 was income of $ 6.8 million and income of $ 0.9 million , respectively.

The fair value of these instruments were based on a Monte Carlo simulation incorporating a volatility rate of 75.0 % and 72.5 % as of June 30, 2026 and December 31, 2025 , respectively, a risk free rate of 4.1 % and 3.6 % as of June 30, 2026 and December 31, 2025 , respectively, the market price of the Company’s common stock at $ 4.11 and $ 2.01 per share as of June 30, 2026 and December 31, 2025 , respectively, and other factors over a simulated term of 3.7 years and 4.2 years at June 30, 2026 and December 31, 2025 , respectively .

As disclosed in Note 3 – Fair Value Measurements , the March 2025 Warrants are measured at fair value using significant unobservable inputs, which are subject to a high degree of management judgment which includes the estimated probability and timing of achieving certain data release milestones.

A timing delay in achieving certain data reporting milestones, for example, would serve to increase the expected term of the March 2025 Warrants given the Company’s inability to call the March 2025 Warrants earlier than forecasted.

6 unchanged sentences

Lastly, certain volatility provisions in the event of a fundamental transaction precluded the March 2025 Private Placement Warrants from being considered indexed to the Company’s own stock, and as such, were classified on the condensed consolidated balance sheets as warrant liabilities.

The fair value of the March 2025 Private Placement Warrants as of March 31, 2026 and December 31, 2025 was $ 4.1 million and $ 1.4 million, respectively, and are recorded in the warrant liabilities line item in the accompanying condensed consolidated balance sheets.

The fair value change during the three months ended March 31, 2026 and 2025 was an expense of $ 2.7 million and income of $ 0.1 million , respectively.

The fair value of these instruments were based on a Monte Carlo simulation incorporating a volatility rate of 75.0 % and 72.5 % as of March 31, 2026 and December 31, 2025 , respectively, a risk free rate of 3.8 % and 3.6 % as of March 31, 2026 and December 31, 2025 , respectively, the market price of the Company’s common stock at $ 4.55 and $ 2.01 per share as of March 31, 2026 and December 31, 2025 , respectively, and other factors over a simulated term of 4.0 years and 4.2 years as of March 31, 2026 and December 31, 2025 , respectively.

The fair value of the March 2025 Private Placement Warrants as of June 30, 2026 and December 31, 2025 was $ 3.5 million and $ 1.4 million, respectively, and are recorded in the warrant liabilities line item in the accompanying condensed

Notes to Condensed Consolidated Financial Statements

consolidated balance sheets.

The fair value change during the six months ended June 30, 2026 and 2025 was an expense of $ 2.2 million and income of $ 0.2 million , respectively.

The fair value change during the three months ended June 30, 2026 and 2025 was income of $ 0.6 million and income of less than $ 0.1 million , respectively.

The fair value of these instruments were based on a Monte Carlo simulation incorporating a volatility rate of 75.0 % and 72.5 % as of June 30, 2026 and December 31, 2025 , respectively, a risk free rate of 4.1 % and 3.6 % as of June 30, 2026 and December 31, 2025 , respectively, the market price of the Company’s common stock at $ 4.11 and $ 2.01 per share as of June 30, 2026 and December 31, 2025 , respectively, and other factors over a simulated term of 3.7 years and 4.2 years as of June 30, 2026 and December 31, 2025 , respectively.

8 unchanged sentences

At-The-Market Program

On January 13, 2025 , the Company filed a prospectus supplement with the SEC in connection with the establishment of an at-the-market equity offering program (the “ATM Program”) for the offer and sale, from time to time, of shares of its

Notes to Condensed Consolidated Financial Statements

common stock having an aggregate offering price of up to $ 40.0 million.

On the same date, the Company entered into a Sales Agreement (the “Sales Agreement”) with Leerink Partners LLC (“Leerink”), pursuant to which the Company may offer and sell shares of its common stock through or to Leerink, acting as sales agent, under the ATM Program.

During the three months ended March 31, 2026, the Company sold 1,000,000 shares of common stock under the Leerink ATM program for gross proceeds of $ 2.3 million, before deducting issuance expenses.

Total issuance expenses, including sales agent fees, were $ 0.1 million for the three-month period ended March 31, 2026.

During the three months ended March 31, 2025 , the Company sold 352,953 shares of common stock under the Leerink ATM program for gross proceeds of $ 0.4 million , before deducting issuance expenses.

Total issuance expenses, including sales agent fees and legal and accounting expenses, were $ 0.2 million for the three-month period ended March 31, 2025 .

During the three and six months ended June 30, 2026, the Company sold 1,000,000 shares of common stock under the Leerink ATM program for gross proceeds of $ 2.3 million, before deducting issuance expenses.

Total issuance expenses, including sales agent fees, were $ 0.1 million for the three and six-month period ended June 30, 2026.

During the three and six months ended June 30, 2025 , the Company sold 352,953 shares of common stock under the Leerink ATM program for gross proceeds of $ 0.4 million , before deducting issuance expenses.

Total issuance expenses, including sales agent fees and legal and accounting expenses, were $ 0.2 million for the three and six-month period ended June 30, 2025 .

Registered Direct Offering

2 unchanged sentences

The RDO was made pursuant to the Company’s 2021 shelf registration.

The RDO Warrants have an exercise price of $ 6.09 per share, are exercisable from the initial issuance date of June 8, 2021, and will expire five years following the initial issuance date.

As of March 31, 2026, 1,538,461 RDO Warrants were outstanding and none have been exercised since issuance.

The RDO Warrants had an exercise price of $ 6.09 per share, and were exercisable from the initial issuance date of June 8, 2021 for five years through June 8, 2026 .

As of June 30, 2026, no RDO Warrants were outstanding and none were exercised prior to their expiration on June 8, 2026 .

Notes to Condensed Consolidated Financial Statements

Subject to limited exceptions, a holder of a RDO Warrant will not have the right to exercise any portion of its RDO Warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99 % (or, at the election of a holder prior to the date of issuance, 9.99 %) of the number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise;

6 unchanged sentences

Expired ( 1,538,461 ) $ 6.09 $ 6.09 —

Outstanding and exercisable at March 31, 2026 22,904,879 $ 0.95 -$ 6.09

The following table summarizes information about warrants outstanding at March 31, 2026:

Outstanding and exercisable at June 30, 2026 19,616,292 $ 0.95 -$ 1.15

The following table summarizes information about warrants outstanding at June 30, 2026:

Exercise Price Number

3 unchanged sentences

$ 1.15 1,176,471 3.73 1,176,471 *

$ 6.09 1,538,461 0.19 1,538,461

Total 19,616,292 19,616,292

* Liability classified warrants in connection with March 2025 Financings

Notes to Condensed Consolidated Financial Statements

The above tables excludes 16,009,928 pre-funded warrants with a nominal exercise price of $ 0.0001 per share issued in connection with the November 2025 Registered Direct Offering in the amount of 7,177,033 and in connection with the March 2025 Offering in the amount of 8,832,895 .

1 unchanged sentence

Stock-based Compensation

Stock-based compensation expense was included in general and administrative and research and development costs as follows in the accompanying condensed statements of comprehensive loss for the three-month periods indicated below (in thousands):

General and administrative $ 1,105 $ 628

June 30, Six Months

2026 2025 2026 2025

Research and development $ 439 $ 282 $ 798 $ 566

General and administrative 968 614 2,073 1,243

Total stock-based compensation $ 1,407 $ 896 $ 2,871 $ 1,809

Stock Options

During the three months ended March 31, 2026 and 2025 , zero and 1,262,685 stock options, respectively, were granted to directors, officers, and employees.

During the three and six months ended June 30, 2026, 1,115,000 stock opt ions were granted to directors, officers, and employees.

During the three and six months ended June 30, 2025, 797,144 and 2,059,829 stock options were granted, respectively, to directors, officers and employees.

Notes to Condensed Consolidated Financial Statements

Restricted Stock Units

During the three months ended March 31, 2026 and 2025 , the Company granted an aggregate of 3,002,139 and 748,833 restricted stock units (“RSUs”), respectively, to directors, officers, and employees.

The weighted average grant date unit fair value of the RSUs granted during the three months ended March 31, 2026 and 2025 was $ 2.49 and $ 0.95 per unit, respectively .

The RSUs vest over periods ranging from one year to four years , subject to the recipient’s continued service on such dates.

During the three and six months ended June 30, 2026, the Company granted an aggregate of 170,569 and 3,172,708 RSUs, respectively, to directors, officers, and employees.

The weighted average grant date fair value of the RSUs granted during the three and six months ended June 30, 2026 was $ 5.54 and $ 2.65 , respectively .

During the three and six months ended June 30, 2025 , the Company granted an aggregate of 706,528 and 1,455,361 RSUs, respectively, to directors, officers, and employees.

The weighted average grant date fair value of the RSUs granted during the three and six months ended June 30, 2025 was $ 0.95 during each of these periods.

Common Stock Issued for Services

The Company granted stock for services in the amount of 118,465 and 84,243 common shares during the three month period ended March 31, 2026 and 2025, respectively .

The Company granted stock for services in the amount of 118,465 and 84,243 common shares during the three and six month periods ended June 30, 2026 and 2025, respectively .

The awards were granted to members of the Board who elected to receive their Board compensation in the form of stock for services.

The weighted average fair value of the shares granted was $ 2.01 per share and $ 1.26 during the three months ended March 31, 2026 and 2025, respectively , and were 100 % vested upon issuance.

The weighted average fair value of the shares granted was $ 2.01 per share and $ 1.26 during the three and six months ended June 30, 2026 and 2025, respectively , and were 100 % vested upon issuance.

Apexian Sublicense Agreement

4 unchanged sentences

These milestone payments include (i) payments for specified developmental and regulatory milestones (including completion of the first Phase 2 trial and the first Phase 3 pivotal trial in the United States, and filing and achieving regulatory approval from the FDA for the first New Drug Application for a compound) totaling up to $ 11 million in the aggregate and (ii) payments for specified sales milestones of up to $ 20 million in the aggregate, which net sales milestone payments are payable once, upon the first achievement of such milestone.

Lastly, the Company also

Notes to Condensed Consolidated Financial Statements

agreed to make a royalty payment equal to a single-digit percentage of its net sales of products associated with the covered patents under the Apexian Sublicense Agreement.

Lastly, the Company also agreed to make a royalty payment equal to a single-digit percentage of its net sales of products associated with the covered patents under the Apexian Sublicense Agreement.

If it is not terminated pursuant to its terms, the Apexian Sublicense Agreement shall remain in effect until expiration of the last to expire of the covered patents.

None of the milestone or royalty payments were triggered or deemed probable as of March 31, 2026.

On March 16, 2026 , the Company entered into a Termination and IP Assignment Agreement with Apexian that provides for the termination of a prior sublicense agreement and the sale and assignment of certain patents, know‑how, materials, and regulatory assets related to the Company’s legacy APX‑2009, APX‑2014 and APX‑3330 programs.

None of the milestone or royalty payments were triggered or deemed probable as of June 30, 2026.

On March 16, 2026 , the Company entered into a termination and IP assignment agreement (the “Termination and IP Assignment Agreement”) with Apexian that provides for the termination of a prior sublicense agreement and the sale and assignment of certain patents, know‑how, materials, and regulatory assets related to the Company’s legacy APX‑2009, APX‑2014 and APX‑3330 programs.

The effectiveness of the agreement and the closing of the contemplated transactions are conditioned upon, among other things, the receipt by the Company of a non‑refundable upfront payment.

As of March 31, 2026 , the upfront payment had not been received and the closing of the transaction had not occurred.

As of June 30, 2026 , the non-refundable upfront payment had not been received and the closing of the transaction had not occurred.

Accordingly, no intellectual property, materials, or regulatory assets had been transferred, and the Company retained ownership and control of all such assets as of that date.

No amounts were recognized in the Company’s condensed consolidated financial statements for the three months ended March 31, 2026 related to the Termination and IP Assignment Agreement.

No amounts were recognized in the Company’s condensed consolidated financial statements for the three and six months ended June 30, 2026 related to the Termination and IP Assignment Agreement.

Subsequent to June 30, 2026, the Company received the non-refundable upfront payment contemplated by the Termination and IP Assignment Agreement with Apexian, and the transaction closed during the third quarter of 2026.

Upon closing, the related patents, know-how, materials and regulatory assets associated with the APX-2009, APX-2014 and APX-3330 programs were transferred to Apexian in accordance with the agreement.

Notes to Condensed Consolidated Financial Statements

License and Collaboration Revenue and Other Funding Agreements

18 unchanged sentences

Revenue related to the on-going research and development services are based on activities completed during the period.

Notes to Condensed Consolidated Financial Statements

Recognition of Revenue

Revenue recognized under the Viatris License Agreement during the three months ended March 31, 2026 and 2025 was $ 2.2 million and $ 4.4 million , respectively, related to the output of ongoing research and development services and to a much lesser extent royalty payments.

Revenue recognized under the Viatris License Agreement during the three and six months ended June 30, 2026 was $ 0.8 million and $ 2.9 million, respectively.

Revenue recognized under the Viatris License Agreement during the three and six months ended June 30, 2025 was $ 2.9 million and $ 7.3 million , respectively, related to the output of ongoing research and development services and to a much lesser extent royalty payments.

The Company records a provision for credit losses, when appropriate, based on historical experience, current conditions and reasonable supportable forecasts.

4 unchanged sentences

These remaining regulatory milestones will be constrained until it is probable that a significant revenue reversal will not occur.

Notes to Condensed Consolidated Financial Statements

Sales Milestone and Royalty Payments

2 unchanged sentences

The Company applies the royalty recognition constraint for each commercial milestone and only recognize revenues for each once a sale of a licensed product (achievement of each) occurs.

Each of the remaining regulatory and sales milestone performance obligations (aside from the $ 10 million milestone payment related to the FDA’s approval of PS in the third quarter of 2023 ) were constrained as of March 31, 2026 and no revenue was recognized related to these milestones.

A reconciliation of the closing balance of the contract assets and unbilled receivables associated with the Viatris License Agreement is as follows as of March 31, 2026 and 2025 (in thousands):

Three Months Ended

Each of the remaining regulatory and sales milestone performance obligations (aside from the $ 10 million milestone payment related to the FDA’s approval of PS in the third quarter of 2023 ) were constrained as of June 30, 2026 and no revenue was recognized related to these milestones.

A reconciliation of the closing balance of the contract assets and unbilled receivables associated with the Viatris License Agreement is as follows as of June 30, 2026 and 2025 (in thousands):

Six Months Ended

Contract assets and unbilled receivables

Balance as of beginning of three-month period

Balance as of beginning of six-month period

$ 1,170 $ 2,209

1 unchanged sentence

Reclassification to Accounts receivable related to costs billed under the Viatris License Agreement ( 3,667 ) ( 8,283 )

Balance as of end of three-month period $ 984 $ 1,675

Balance as of end of six-month period $ 415 $ 1,178

BioSense License and Assignment

1 unchanged sentence

Under the BioSense License and Assignment Agreement, the Company is eligible to receive additional milestone payments in an aggregate of up to $ 84.5 million upon the achievement of development, regulatory and commercial goals and will also be eligible to receive tiered royalties at low double-digit rates on annual net sales in the BioSense Territory.

The Company determined that none of the milestone payments under the BioSense License and Assignment Agreement were probable of payment as of March 31, 2026, and as a result, no revenue related to the milestones was recognized, as the achievement of events entitling the Company to any milestone payments were highly susceptible to factors outside of the Company’s control.

The Company determined that none of the milestone payments under the BioSense License and Assignment Agreement were probable of payment as of June 30, 2026, and as a result, no revenue related to the milestones was recognized, as the achievement of events entitling the Company to any milestone payments were highly susceptible to factors outside of the Company’s control.

Future sales-based royalties related to the exclusive license to develop RX-3117, if any, will be recognized in the period the underlying sales transaction occurs.

Notes to Condensed Consolidated Financial Statements

Payments received under the BioSense License and Assignment Agreement will be subject to the CVR Agreement described in Note 4 – Commitments and Contingencies.

6 unchanged sentences

No future payments will be received under the Processa License Agreement after the Termination Date and if any future payments are received prior to the Termination Date, they will be subject to the CVR Agreement described in Note 4 – Commitments and Contingencies.

Notes to Condensed Consolidated Financial Statements

SBIR Grant Agreement

In March 2025, the Company received a Small Business Innovation Research (“SBIR”) grant through the Department of Health and Human Services in the amount of $ 0.9 million to be used on the development of the RHO product.

In June 2025, the Company received a Small Business Innovation Research (“SBIR”) grant through the Department of Health and Human Services in the amount of $ 0.9 million to be used on the development of the RHO product.

Direct and allocated indirect costs for development activities are reimbursed on a draw-down basis as development activities are completed.

For the three-month periods ended March 31, 2026 and 2025, the Company recognized $ 0.2 million and less than $ 0.1 million of income related to the SBIR grant, respectively, and was recorded as other income, net in the accompanying condensed consolidated statements of comprehensive loss.

For the three and six months ended June 30, 2026 , the Company recognized $ 0.5 million and $ 0.7 million of income related to the SBIR grant, respectively.

For the three and six months ended June 30, 2025, the Company recognized $ 0.2 million of income related to the SBIR grant.

The amounts are recorded as other income, net in the accompanying condensed consolidated statements of comprehensive loss.

RDH12 Agreement

10 unchanged sentences

Eligible research and development costs under the RDH12 Agreement, as approved by the Funding Parties, are reimbursed on a draw-down basis as development activities are completed by the Company.

For the three-month periods ended March 31, 2026 and 2025, the Company recognized $ 0.2 million and no income, respectively, related to the RDH12 Agreement, which was recorded in the accompanying condensed consolidated statements of comprehensive loss under the other income, net line item.

Notes to Condensed Consolidated Financial Statements

For the three and six months ended June 30, 2026 , the Company recognized $ 0.6 million and $ 0.8 million income, respectively, related to the RDH12 Agreement, which was recorded in the accompanying condensed consolidated statements of comprehensive loss under the other income, net line item.

There was no income recognized related to the RDH12 Agreement during the prior periods presented.

Net Loss per Share

Basic loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

For purposes of calculating net loss per share, the weighted-average number of common shares outstanding includes the weighted average effect of the pre-funded warrants issued in March 2025 and in November 2025, the exercise of which requires little or no consideration for the delivery of shares of common stock.

Diluted earnings or loss per share of common stock is computed similarly to basic loss or earnings per share except the weighted average shares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents, if dilutive.

The Company’s convertible preferred stock, warrants, stock options and RSUs, while outstanding, are considered common stock equivalents for this purpose.

The Company’s convertible preferred stock, warrants, stock options and RSUs, and Conversion Shares, while outstanding, are considered common stock equivalents for this purpose.

Diluted earnings is computed utilizing the treasury method for the warrants, stock options and RSUs.

Diluted earnings is computed utilizing the if-converted method for the Conversion Shares.

Diluted earnings with respect to the convertible preferred stock utilizing the if-converted method was not applicable during the periods presented as no conditions required for conversion had occurred.

No incremental common stock equivalents were included in calculating diluted loss per share because such inclusion would be anti-dilutive given the net loss reported for the periods presented.

The following potential common shares were not considered in the computation of diluted net loss per share as their effect would have been anti-dilutive for the three-month periods presented below:

Notes to Condensed Consolidated Financial Statements

For the three months ended June 30, 2026, the dilutive effect of the March 2025 Warrants and the March 2025 Private Placement Warrants issued by the Company is reflected in diluted earnings per share (“EPS”) using the treasury stock method.

For the six months ended June 30, 2026 and the three and six months ended June 30, 2025, the net loss, basic and diluted EPS are the same as the assumed exercise of stock options, warrants and restricted stock units are anti-dilutive.

Three Months Ended

June 30, 2026 Six Months Ended

June 30, 2025

2026 2025 2026 2025

Net loss ( 8,098 ) ( 7,420 ) ( 73,633 ) ( 15,614 )

Change in fair value of March 2025 Warrants and March 2025 Private Placement Warrants ( 7,387 ) — — —

Adjusted diluted net loss ( 15,485 ) ( 7,420 ) ( 73,633 ) ( 15,614 )

Weighted average shares outstanding 95,483,280 63,376,392 91,211,050 48,712,124

Dilutive effect of March 2025 Warrants and March 2025 Private Placement Warrants 15,900,731 — — —

Weighted average diluted shares outstanding 111,384,011 63,376,392 91,211,050 48,712,124

Net loss per share - basic $ ( 0.08 ) $ ( 0.12 ) $ ( 0.81 ) $ ( 0.32 )

Net loss per share - diluted $ ( 0.14 ) $ ( 0.12 ) $ ( 0.81 ) $ ( 0.32 )

The following potential common shares were not considered in the computation of diluted net loss per share as their effect would have been anti-dilutive for the periods presented below:

Three Months Ended

June 30, 2026 Six Months Ended

June 30, 2025

2026 2025 2026 2025

Warrants 3,715,561 22,904,879 19,616,292 22,904,879

1 unchanged sentence

RSUs 4,260,424 2,091,227 4,260,424 2,091,227

Conversion shares 525,015 — 525,015 —

16,314,751 32,251,741 32,215,482 32,251,741

The effective tax rate for the three months ended March 31, 2026 and 2025 was zero percent .

As of March 31, 2026, a full valuation allowance has been established to reduce the Company’s net deferred income tax assets.

The effective tax rate for the three and six months ended June 30, 2026 and 2025 was zero percent .

As of June 30, 2026, a full valuation allowance has been established to reduce the Company’s net deferred income tax assets.

As such, no tax benefit related to the Company’s pre-tax loss was recognized for any of the periods presented.

6 unchanged sentences

The Company’s matching contributions are made on a payroll-by-payroll basis.

During each of the three month periods ended March 31, 2026 and 2025 , the Company contributed $ 0.1 million to the 401K Plan.

During the three months ended June 30, 2026 and 2025 , the Company contributed $ 0.1 million and less than $ 0.1 million to the 401K Plan, respectively .

During the six months ended June 30, 2026 and 2025 , the Company contributed $ 0.2 million and $ 0.1 million to the 401K Plan, respectively.

Subsequent Events

March 2025 Warrant Exercises

At various dates subsequent to March 31, 2026, holders of the Company’s March 2025 Warrants exercised an aggregate of 1,750,126 warrants with an exercise price of $ 0.95 for cash proceeds of approximately $ 1.7 million.

Conversion of Series B Preferred Stock

During the 2026 Annual Meeting, the Company's stockholders voted to approve the Authorized Stock Proposal.

Following the vote and the filing of the associated amendment to our Certificate of Incorporation with the Delaware Secretary of State, all 7,374,632 outstanding shares of Series B preferred stock were converted on a one-for-one basis into 7,374,632 shares of common stock.

Note Purchase and Stock Purchase and Conversion Agreements

On April 2, 2026, the Company and certain of its subsidiaries as guarantors entered into a senior secured note purchase agreement (the “Note Purchase Agreement”) with OPCM SA LLC, as purchaser agent (“Purchaser Agent”), and certain

Notes to Condensed Consolidated Financial Statements

purchasers party thereto (the “Purchasers”).

Capitalized terms used in this section but not defined herein have the meanings given to such terms in the Note Purchase Agreement.

The Note Purchase Agreement provides for, among other things, the issuance of up to $ 155.0 million of senior secured notes (the “Notes”), of which the Purchasers have committed to purchase $ 105.0 million and the remaining $ 50.0 million is uncommitted.

The issuance and purchase of each tranche of Notes is subject to the satisfaction of customary funding conditions and, in certain cases, achievement of certain pre-determined milestones.

A second tranche of $ 35.0 million will be available at the Company’s option until April 2, 2027.

A third tranche (the “Third Tranche”) of $ 25.0 million will be funded upon the FDA Application Acceptance Date for OPGx-LCA5 on or prior to March 31, 2028.

Interest payable on the first eight interest payment dates following the effective date of the Note Purchase Agreement shall be payable as follows:

50 % of the interest owed for each applicable period shall be paid in kind and the remaining 50 % of interest owed for such applicable period shall be paid in cash.

Thereafter, 100 % of the interest owed for each applicable period shall be paid in cash.

Pursuant to the Note Purchase Agreement, any Purchaser may, at any time and from time to time prior to the date that is 18 months after the effective date of the Note Purchase Agreement, elect to convert up to 10 % in the aggregate of the principal amount of such Purchaser’s Notes then outstanding (the “Conversion Amount”) into shares (the “Conversion Shares”) of the Company ’ s common stock.

The number of Conversion Shares issuable upon such conversion shall be equal to the Conversion Amount divided by $ 6.72 .

Upon any such conversion, an aggregate principal amount of Notes equal to the Conversion Amount shall be deemed paid and satisfied in full and shall cease to accrue interest.

The Company may voluntarily prepay the Notes in full at any time subject to a prepayment premium.

The obligations of the Company under the Notes Purchase Agreement are guaranteed by certain of its existing subsidiaries and are required to be guaranteed by subsequently acquired or organized subsidiaries, subject to certain exceptions (collectively, the “Guarantors”).

Stock Subscription Agreement

Notes to Condensed Consolidated Financial Statements

Share Purchase Price”), for an aggregate purchase price of $ 5.0 million.

The Purchase and Conversion Agreement was amended on April 13, 2026, updating the expected closing of the issuance of the Purchase Shares to be on or about May 22, 2026, subject to the satisfaction of customary closing conditions.

On July 20, 2026 , the Company entered into agreements with The Trustees of the University of Pennsylvania to assign and amend certain existing intellectual property license arrangements and extend certain contractual rights and obligations.

In connection with these agreements, the Company entered into a subscription agreement pursuant to which it agreed to issue 200,000 shares of its common stock to The Trustees of the University of Pennsylvania.

The common stock was issued on July 23, 2026 .

Opus Genetics, Inc.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements