Opus Genetics, Inc. 10-Q

Item 1. Financial Statements Opus Genetics, Inc. Condensed Consolidated Balance Sheets (in thousands, except share amounts and par value) As of June 30, 2026 December 31, 2025 Assets (Unaudited) Current assets: Cash and cash equivalents $ 88,812 $ 45,091 Accounts receivable 1,041 1,995 Contract assets and unbilled receivables (Note 12) 415 1,170 Prepaids and other current assets 2,428 1,788 Total current assets 92,696 50,044 Property and equipment, net 172 199 Restricted cash 100 — Total assets $ 92,968 $ 50,243 Liabilities, convertible preferred stock and stockholders’ (deficit) equity Current liabilities: Accounts payable $ 1,881 $ 3,293 Accrued expenses 5,724 4,488 Total current liabilities 7,605 7,781 Long-term debt 34,932 — Warrant liabilities 62,145 25,985 Funding agreement, related party 1,272 1,129 Total liabilities 105,954 34,895 Commitments and contingencies (Note 4 and Note 11) Stockholders’ (deficit) equity: Preferred stock, par value $ 0.0001 ; 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 ; 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. 8 7 Additional paid-in capital 249,228 203,930 Accumulated deficit ( 262,222 ) ( 188,589 ) Total stockholders’ (deficit) equity ( 12,986 ) 15,348 Total liabilities, convertible preferred stock and stockholders’ (deficit) equity $ 92,968 $ 50,243 See accompanying notes. 3 Table of Contents Opus Genetics, Inc. Condensed Consolidated Statements of Comprehensive Loss (in thousands, except share and per share amounts) (Unaudited) For the Three Months Ended June 30, For the Six Months Ended June 30, 2026 2025 2026 2025 License and collaborations revenue $ 755 $ 2,882 $ 2,912 $ 7,252 Operating expenses: Research and development 11,207 6,022 21,784 13,975 General and administrative 6,028 5,766 11,972 12,112 Total operating expenses 17,235 11,788 33,756 26,087 Loss from operations ( 16,480 ) ( 8,906 ) ( 30,844 ) ( 18,835 ) Fair value change in instruments measured at fair value 7,174 917 ( 44,190 ) 3,722 Financing costs ( 531 ) 35 ( 1,113 ) ( 1,337 ) Other income, net 1,739 534 2,514 836 Loss before income taxes ( 8,098 ) ( 7,420 ) ( 73,633 ) ( 15,614 ) Benefit (provision) for income taxes — — — — Net loss ( 8,098 ) ( 7,420 ) ( 73,633 ) ( 15,614 ) Other comprehensive loss, net of tax — — — — Comprehensive loss $ ( 8,098 ) $ ( 7,420 ) $ ( 73,633 ) $ ( 15,614 ) Net loss per share: 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: 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 See accompanying notes. 4 Table of Contents Opus Genetics, Inc. Condensed Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ (Deficit) Equity (in thousands, except share amounts) (Unaudited) Series A Preferred Stock Common Stock Additional Paid–In Capital Accumulated Deficit Total Stockholders’ (Deficit) Equity Shares Amount Shares Amount Balance at December 31, 2024 14,145.374 $ 18,843 31,574,657 $ 3 $ 145,719 $ ( 138,998 ) $ 6,724 Issuance of common stock and pre-funded warrants in connection with the March 2025 offering and private placement — — 13,396,207 1 5,979 — 5,980 Issuance of common stock in connection with at-the-market program — — 352,953 1 408 — 409 Issuance costs — — — — ( 728 ) — ( 728 ) Stock-based compensation — 84,243 — 913 — 913 Share repurchases for the payment of employee taxes — — ( 31,913 ) — ( 36 ) — ( 36 ) Exercise of stock options — — 5,000 — 5 — 5 Vesting of restricted stock units — — 102,676 — — — — Net and comprehensive loss — — — — — ( 8,194 ) ( 8,194 ) 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 Paid–In 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 Issuance of Series B preferred stock, net of issuance costs of $ 264 7,374,632 24,736 — — — — — Issuance of common stock in connection with at-the-market program, net of issuance costs of $ 68 — — 1,000,000 — 2,182 — 2,182 Stock-based compensation — 118,465 — 1,464 — 1,464 Share repurchases for the payment of employee taxes — — ( 12,653 ) — ( 33 ) — ( 33 ) Exercise of stock options — — 226,115 — 738 — 738 Vesting of restricted stock units — — 176,038 — — — — Net and comprehensive loss — — — — — ( 65,535 ) ( 65,535 ) 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. 5 Table of Contents Opus Genetics, Inc. Condensed Consolidated Statements of Cash Flows (in thousands) (Unaudited) For the Six Months Ended June 30, 2026 2025 Operating activities Net loss $ ( 73,633 ) $ ( 15,614 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 2,871 1,809 Depreciation 27 27 Fair value change in instruments measured at fair value, net of cash interest paid of $ 281 43,909 ( 3,722 ) Non-cash interest, related party 143 — Issuance costs related to financing activities 1,113 1,337 Unrealized loss from short-term investments — 2 Change in assets and liabilities: Accounts receivable 954 164 Contract assets and unbilled receivables 755 1031 Prepaids and other current assets ( 640 ) ( 918 ) Accounts payable ( 1,412 ) ( 1,703 ) Accrued expenses 1,236 ( 1,676 ) Net cash used in operating activities ( 24,677 ) ( 19,263 ) Investing activities Net cash used in investing activities — — 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 — Proceeds from issuance of common stock and pre-funded warrants in connection with the March 2025 offering and March 2025 private placement — 5,980 Proceeds from issuance of warrants in connection with the March 2025 offering and March 2025 private placement — 15,520 Proceeds from issuance of common stock in connection with the at-the-market program and purchase agreement 2,250 409 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 Share repurchases for the payment of employee taxes ( 33 ) ( 36 ) Net cash provided by financing activities 68,498 21,371 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 interest $ 281 $ — Supplemental non-cash financing transactions: 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. 6 Table of Contents Notes to Condensed Consolidated Financial Statements 1. Company Description and Summary of Significant Accounting Policies Nature of Business and Basis of Presentation 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 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. The Company’s pipeline is centered on adeno‑associated virus (“AAV”) based gene therapy programs addressing genetically defined forms of IRD, including OPGx‑LCA5, which is currently being evaluated for the treatment of Leber congenital amaurosis caused by mutations in the LCA5 gene, and OPGx‑BEST1, which is currently being evaluated for retinal diseases associated with mutations in the BEST1 gene. In addition, the Company is advancing other gene therapy programs, including RDH12, MERTK, RHO, CNGB1 and NMNAT1, and research activities targeting additional monogenic retinal disorders. Apart from gene therapies, the Company’s pipeline also includes Phentolamine Ophthalmic Solution 0.75%, a non-selective alpha-1 and alpha-2 adrenergic antagonist to reduce pupil size. In November 2022, the Company entered into a license and collaboration agreement (as amended, the “Viatris License Agreement”) with Viatris, Inc. (“Viatris”), pursuant to which it granted Viatris an exclusive license to develop, manufacture, import, export and commercialize its refractive product candidate Phentolamine Ophthalmic Solution 0.75% (“PS”). 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 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. Additionally, the Company is currently developing PS for decreased vision under mesopic (low) light conditions following keratorefractive surgery, pursuant to a received FDA agreement under Special Protocol Assessment. Basis of Presentation The accompanying condensed consolidated financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and include the accounts of the Company’s subsidiary. All intercompany transactions and balances have been eliminated in consolidation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The Company’s fiscal year begins on January 1 and ends on December 31. The December 31, 2025 condensed consolidated balance sheet was derived from audited financial statements and may not include all disclosures required by GAAP; however, the Company believes that the disclosures are adequate to make the information presented not misleading. The accompanying condensed consolidated financial statements should be read in conjunction with the audited financial statements and related notes thereto for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2026 . In the opinion of management, all adjustments, consisting of only normal recurring adjustments that are necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, have been made. The results of operations for the interim periods are not necessarily indicative of the operating results for the full fiscal year or any future periods. Liquidity 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. 7 Table of Contents Notes to Condensed Consolidated 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. The Company’s future operating activities, coupled with its plans to raise capital or issue debt financing, may provide additional liquidity in the future, however these actions are not solely within the control of the Company and the Company is unable to predict the outcome of these actions to generate the liquidity ultimately required. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Segment Information Operating segments are components of an enterprise for which separate financial information is available and are evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The Company’s Chief Executive Officer views the Company’s operations and manages its business in one operating segment, which is the business of development of products related to vision performance and health. Accordingly, the condensed consolidated financial statements and accompanying notes contained herein include the measure of profit or loss, categories of expenses and other financial information that is evaluated by the Company’s Chief Executive Officer. Summary of Significant Accounting Policies 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 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 In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU is intended to improve the disclosures related to expenses and provide investors more detailed information about certain types of expenses. This ASU is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the potential impact that this new standard will have on its consolidated financial statements and related disclosures. 2. 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): 8 Table of Contents Notes to Condensed Consolidated Financial Statements As of June 30, 2026 December 31, 2025 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. 3. Fair Value Measurements The Company follows accounting guidance that emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value measurements are defined on a three-level hierarchy: • Level 1 inputs: Unadjusted quoted prices for identical assets or liabilities in active markets; • Level 2 inputs: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, whether directly or indirectly, for substantially the full term of the asset or liability; and • Level 3 inputs: 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. 9 Table of Contents Notes to Condensed Consolidated Financial Statements The fair value of financial instruments measured on a recurring basis is as follows (in thousands): As of June 30, 2026 Description Total Level 1 Level 2 Level 3 Financial liabilities: Warrant liabilities $ 62,145 $ — $ — $ 62,145 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 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 June 30, 2026 2025 Warrant liabilities Balance as of beginning of period $ 25,985 $ — 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. Commitments and Contingencies Apexian Sublicense Agreement On January 21, 2020 , the Company entered into a sublicense agreement with Apexian Pharmaceuticals, Inc. (“Apexian”), pursuant to which the Company obtained exclusive worldwide patent and other intellectual property rights. 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). 10 Table of Contents 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 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. 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 On December 23, 2022, Opus entered into an asset purchase agreement (the “Iveric Agreement”) with a subsidiary of Iveric Bio, Inc. (“Iveric”) pursuant to which the Company acquired certain assets, including the BEST1 License (as defined below), relating to the BEST1 and RHO products. 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. 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 On April 10, 2019, Iveric entered into an exclusive patent license agreement (as amended, the “BEST1 License”) with Penn and the University of Florida Research Foundation (“UF”), which agreement was assigned to Opus under the terms of the Iveric Agreement. Under the BEST1 License, Opus received exclusive patent rights and non-exclusive knowhow and data rights with regard to products to treat diseases associated with mutations in the BEST1 gene. In return for these rights, the Company is obligated to make payments to Penn upon the achievement of certain development, regulatory and commercial milestones, the maximum potential aggregate amount of such payments being $ 76.4 million. The Company is also obligated to make royalty payments on future net sales of licensed BEST1 products. Until the Company is required to pay royalties under the BEST1 License, the Company must pay a de minimis annual license maintenance fee to UF and Penn. The Company must also make payments on any sublicense income, with such percentage depending on the stage of product development, which there was no sublicense income during any of the periods presented. 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. 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 On June 6, 2018, Iveric entered into an exclusive patent license agreement (the “RHO License”) by and between Penn and UF pursuant to which the Company has exclusive patent rights and non-exclusive knowhow and data rights with regard to products to treat rhodopsin-mediated diseases as a result of the Iveric Agreement as defined above. 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. 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 (“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. 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. 11 Table of Contents 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 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. The CVRs are not transferable, except in certain limited circumstances, will not be certificated or evidenced by any instrument, will not accrue interest and will not be registered with the SEC or listed for trading on any exchange. 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 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 The Company ’ s headquarters and laboratory facilities are located in Durham, North Carolina and are leased on a month-to-month basis. 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 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. Other 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. In addition, the Company from time to time may be potentially committed to reimburse third parties for costs incurred associated with business development related transactions upon the achievement of certain milestones. The Company establishes accruals when applicable for matters and commitments for which it believes losses are probable and can be reasonably estimated. 5. Supplemental Balance Sheet Information Accrued expenses Accrued expenses consist of the following (in thousands): As of June 30, 2026 December 31, 2025 R&D services and supplies $ 3,514 $ 2,061 Compensation and benefits 1,571 1,992 Professional services 618 420 Other 21 15 Total $ 5,724 $ 4,488 6. Related Party Transactions Consulting Agreements with Dr. Pepose On April 11, 2024, the Company entered into a consulting agreement (the “Pepose Consulting Agreement”) with Dr. Pepose, a former director of the Company. Pursuant to the Pepose Consulting Agreement, Dr. 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 12 Table of Contents 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. 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. George Magrath and Cam Gallagher 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 (see Note 9 – 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”) 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. Subject to certain conditions, the 2022 Binding Letter Agreement required that the Company provide FFB with a total of $ 2.0 million of funding to support the study, such amount being payable in an initial installment of $ 0.4 million at the time of submission of the final study protocol to the Institutional Review Board of the JCHR and, subject to certain conditions, in four annual installments of $ 0.4 million on the anniversaries of such submission. 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 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”). The term of this 2025 Letter Agreement ends on the date that is two months from the Study’s completion. FFB and the JCHR, as its designee, shall have the sole responsibility and authority to design and conduct the Study, with input from the Company. Under the 2025 Letter Agreement, the Company is obligated to make two payments to FFB: (1) $ 0.3 million on or before June 30, 2025 and (2) $ 0.3 million on or before January 31, 2027 upon receipt of semi-annual reports from FFB outlining the progress being made in the Study, including visit completion status and publication plans, and the ability for the Company to provide ongoing comments and suggestions regarding possible changes to the Study. Such payments shall constitute the sole compensation paid to FFB in return for Company access to research materials and datasets. 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 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 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. Under the RDF Agreement, the Company is subject to certain diligence obligations to develop and commercialize a product under the MERTK Program. 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. 13 Table of Contents 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 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 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. 7. Debt 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”). The 14 Table of Contents 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): 15 Table of Contents Notes to Condensed Consolidated Financial Statements 2026 — 2027 — 2028 — 2029 — 2030 — 2031 — 2032 17,641 2033 17,641 Total principal payments $ 35,281 8. Preferred Stock Series B Preferred Stock On February 18, 2026, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series B Non-Voting Convertible Preferred Stock with the Secretary of State of the State of Delaware (the “Series B Certificate of Designation”) in connection with the February 2026 Private Placement (See Note 9 – Financings). 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. 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 On October 22, 2024, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series A Non-Voting Convertible Preferred Stock with the Secretary of State of the State of Delaware (the “Series A Certificate of Designation”) in connection with its acquisition of legacy Opus Genetics, Inc. in October 2024 (the “Opus Acquisition”). The Series A Certificate of Designation provided for the authorization of 14,146 shares of Series A preferred stock, of which 14,145.374 shares of Series A preferred stock were issued upon close of the Opus Acquisition. On April 30, 2025, the Company held its 2025 Annual Meeting of Stockholders. During the 2025 Annual Meeting, the Company’s stockholders voted to approve the conversion of each share of Series A preferred stock into 1,000 shares of common stock. Subsequently, on May 5, 2025, all shares of Series A preferred stock were converted into 14,145,374 shares of common stock. 9. Financings 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 16 Table of Contents 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 On February 13, 2026 , the Company entered into a securities purchase agreement with certain investors for a private placement of 7,374,632 shares of Series B Preferred Stock, par value $ 0.0001 per share, at a purchase price of $ 3.39 per share. 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 (see Note 8 – Preferred Stock) . March 2025 Financings On March 21, 2025, the Company entered into an underwriting agreement with Craig-Hallum Capital Group, LLC, as the sole underwriter. 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 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. On March 21, 2025, the Company entered into a subscription agreement (the “Subscription Agreement”) with each of Dr. George Magrath, the Company’s Chief Executive Officer, and Cam Gallagher, the chairman of the Board. Pursuant to the Subscription Agreement, the Company agreed to issue and sell, in a private offering (the “March 2025 Private Placement”), a total of 392,157 shares of common stock to Mr. Magrath and 784,314 shares of common stock to Mr. Gallagher, as well as 392,157 warrants to purchase shares of common stock to Mr. Magrath and 784,314 warrants to purchase shares of common stock to Mr. Gallagher (“March 2025 Private Placement Warrants”). Each March 2025 Private Placement Warrant has an initial exercise price of $ 1.15 , expires on the five-year anniversary of the original issuance date and may be called by the Company 30 days following the release of the Company’s OPGx-BEST1 DUO-1001 Cohort 1 data upon achievement of a volume weighted average price of our common stock for 30 consecutive trading days of over $ 1.725 per share and the trading average daily volume for such 30 day period exceeds $ 150,000 per trading day. See Note 6 – Related Party Transactions. The combined gross proceeds from the March 2025 Offering and the March 2025 Private Placement, which both closed on March 24, 2025 (the “Closing Date”), were approximately $ 21.5 million, before deducting underwriting discounts and commissions and offering expenses payable by the Company in the amount of $ 1.8 million. March 2025 Warrants The March 2025 Warrants have an initial exercise price equal to $ 0.95 per share of common stock and are exercisable for five years from the date of issuance. 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 17 Table of Contents 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. The March 2025 Warrants are callable by the Company in certain circumstances. Subject to certain exceptions, in the event that the March 2025 Warrants are outstanding, if, after the Closing Date, (i) the Company has announced OPGx-BEST1 DUO-1001 Cohort 1 data, (ii) the volume weighted average price of the common stock for 30 consecutive trading days (“Warrant Measurement Period”), which 30 consecutive trading day period shall not have commenced until after the initial exercise date, exceeds $ 1.425 (subject to adjustment), (iii) the trading average daily volume for such Warrant Measurement Period exceeds $ 150,000 per trading day and (iv) the March 2025 Warrant holder is not in possession of any information that constitutes or might constitute material non-public information which was provided by the Company, its subsidiaries or any of its officers, directors, employees, agents or affiliates, then the Company may, within one trading day of the end of such Warrant Measurement Period, upon notice, call for cancellation of all or any portion of the March 2025 Warrants for which a notice of exercise has not yet been delivered for consideration equal to $ 0.001 per March 2025 Warrant share. In the event of a fundamental transaction, as defined in the Form of Warrant, the holders of the March 2025 Warrants will be entitled to receive upon exercise the kind and amount of securities, cash or other property that the holders would have received had they exercised immediately prior to such fundamental transaction. 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 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. An increase in expected term, in isolation, would serve to increase the fair value of the March 2025 Warrants. March 2025 Private Placement Warrants The March 2025 Private Placement Warrants have an initial exercise price equal to $ 1.15 per share of common stock and are exercisable for five years from the date of issuance. The March 2025 Private Placement Warrants are callable by the Company in certain circumstances. Subject to certain exceptions, in the event that the March 2025 Private Placement Warrants are outstanding, if, after the Closing Date, (i) the Company announced OPGx-BEST1 DUO-1001 Cohort 1 data, (ii) the volume weighted average price of the common stock for 30 consecutive trading days (the “Private Placement Measurement Period”, which 30 consecutive trading day period shall not have commenced until after the initial exercise date) exceeds $ 1.725 (subject to adjustment), (iii) the trading average daily volume for such Private Placement Measurement Period exceeds $ 150,000 per trading day and (iv) the March 2025 Private Placement Warrant holder is not in possession of any information that constitutes or might constitute material non-public information which was provided by the Company, its subsidiaries or any of its officers, directors, employees, agents or affiliates, then the Company may, within one trading day of the end of such Private Placement Measurement Period, upon notice, call for cancellation of all or any portion of the March 2025 Private Placement Warrants for which a notice of exercise has not yet been delivered for consideration equal to $ 0.001 per March 2025 Private Placement Warrant share. Other terms under the March 2025 Private Placement Warrants are generally identical to the terms of the March 2025 Warrants discussed above. 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 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 18 Table of Contents 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. 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. An increase in expected term, in isolation, would serve to increase the fair value of the March 2025 Warrants. Pre-Funded Warrants The Pre-Funded Warrants have an exercise price of $ 0.0001 per share of common stock and are immediately exercisable and are exercisable at any time until exercised in full. 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. A holder may not exercise the Pre-Funded 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 Pre-Funded 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. In the event of a fundamental transaction, as defined in the form of Pre-Funded Warrant, the holders of the Pre-Funded Warrants will be entitled to receive upon exercise of the Pre-Funded Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Pre-Funded Warrants immediately prior to such fundamental transaction. The Pre-Funded Warrants were recorded in the accompanying condensed consolidated balance sheets as additional paid-in capital. 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 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 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 On June 4, 2021 , the Company entered into a placement agency agreement for a registered direct offering (“RDO”) with A.G.P./Alliance Global Partners (“AGP”). Pursuant to the terms of the placement agency agreement, AGP on June 8, 2021 sold an aggregate of 3,076,923 shares of the Company’s common stock and warrants to purchase 1,538,461 shares of the Company’s common stock (the “RDO Warrants”) at an offering price of $ 4.875 per one share and per one-half of each RDO Warrant. The RDO was made pursuant to the Company’s 2021 shelf registration. 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 . 19 Table of Contents 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; provided that upon prior notice to the Company, the holder may increase or decrease the beneficial ownership limitation, provided further that in no event shall the beneficial ownership limitation exceed 9.99 %. Warrant Activity and Summary Warrants Exercise Price Per Warrant Weighted Average Exercise Price Weighted Average Term (Years) Outstanding and exercisable at December 31, 2025 22,904,879 $ 0.95 -$ 6.09 $ 1.31 3.98 Issued — — — — Exercised ( 1,750,126 ) $ 0.95 $ 0.95 — Expired ( 1,538,461 ) $ 6.09 $ 6.09 — Outstanding and exercisable at June 30, 2026 19,616,292 $ 0.95 -$ 1.15 $ 0.96 3.73 The following table summarizes information about warrants outstanding at June 30, 2026: Exercise Price Number Outstanding Weighted Average Remaining Contractual life (Years) Number Exercisable at June 30, 2026 $ 0.95 18,439,821 3.73 18,439,821 * $ 1.15 1,176,471 3.73 1,176,471 * Total 19,616,292 19,616,292 * Liability classified warrants in connection with March 2025 Financings 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 . All of the pre-funded warrants were deemed outstanding common stock for net loss per share purposes (See Note 13 – Net Loss per Share). 10. 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 and six -month periods indicated below (in thousands): Three Months Ended June 30, Six Months Ended June 30, 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 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. 20 Table of Contents Notes to Condensed Consolidated Financial Statements Restricted Stock Units 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 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 and six months ended June 30, 2026 and 2025, respectively , and were 100 % vested upon issuance. 11. Apexian Sublicense Agreement On January 21, 2020, the Company entered into a sublicense agreement (as amended on June 4, 2020, the “Apexian Sublicense Agreement”) with Apexian, pursuant to which it obtained exclusive worldwide patent and other intellectual property rights that constitute a Ref-1 Inhibitor program relating to therapeutic applications to treat disorders related to ophthalmic and diabetes mellitus conditions. The lead compound in the Ref-1 Inhibitor program is APX3330, which the Company intends to develop as an oral tablet therapeutic to treat diabetic retinopathy initially, and potentially later to treat diabetic macular edema, geographic atrophy and age-related macular degeneration. In connection with the Apexian Sublicense Agreement, the Company issued a total of 891,422 shares of its common stock to Apexian and to certain affiliates of Apexian in calendar year 2020. The Company also agreed to make one-time milestone payments under the Apexian Sublicense Agreement for each of the first ophthalmic indication and the first diabetes mellitus indication for the development and regulatory milestones, and once for each of several sales milestones. 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 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 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 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 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. 21 Table of Contents Notes to Condensed Consolidated Financial Statements 12. License and Collaboration Revenue and Other Funding Agreements Viatris License Agreement On November 6, 2022, the Company entered into the Viatris License Agreement, pursuant to which it granted Viatris an exclusive, perpetual, sub-licensable license to develop, manufacture, import, export and commercialize (i) PS, for treating (a) reversal of mydriasis, (b) night vision disturbances or dim light vision, and (c) presbyopia, and (ii) PS and low dose pilocarpine for treating presbyopia (together, the “PS Products”) worldwide except for certain countries and jurisdictions in Asia (the “Viatris Territory”). The Company retains the exclusive right to develop, manufacture, have manufactured, import, export and commercialize the PS Products outside of the Viatris Territory. Under the terms of the Viatris License Agreement, the Company in partnership with Viatris, will develop the PS Products in the United States. Viatris will reimburse the Company for agreed-to budgeted costs related to the development of the PS Products through FDA approval and then share costs above the agreed upon threshold amount. Viatris will be responsible for developing the PS Products in countries and jurisdictions in the Viatris Territory outside of the United States. In addition, in August 2025 , Opus and Viatris entered into a side letter to the Viatris License Agreement providing for the sharing of expenses arising in connection with a patent dispute. Pursuant to the Viatris License Agreement, the Company received a one-time non-refundable cash payment of $ 35 million in November 2022 for the exclusive, perpetual, sub-licensable license to develop, manufacture, import, export and commercialize the PS Products in the Viatris Territory. In addition, with respect to the PS Products, the Company will be eligible to receive potential additional payments of up to $ 130 million upon achieving certain specified regulatory or net sales milestones, with the first milestone payment of $ 10 million already made following approval by the FDA of PS for reversal of mydriasis, which occurred during the third quarter of 2023 . The Company will also receive tiered royalties, starting at low double-digit royalties up to low 20 % royalties, based on the aggregate annual net sales of all PS Products in the United States, and will receive low double-digit royalties based on all annual net sales in the Viatris Territory outside of the United States. The royalty payments will continue on a country-by-country basis from the date of the first commercial sale of the first PS Product in a country of the Viatris Territory until December 31, 2040. The Viatris License Agreement was accounted for under the provisions of ASC 606. In accordance with the provisions under ASC 606, the Company identified two distinct performance obligations at the effective date: (1) the license to its intellectual property and (2) research and development services. The Company determined that the licenses transferred represented functional intellectual property. As such, the revenue related to the licenses was recognized at the point in time in which the license/know-how was delivered to Viatris which occurred during the fourth quarter of 2022 . The Company determined that revenue related to the initial research and development services that were constrained to the 120-day non-cancellation period were to be recognized over time as the services were rendered based on an estimated percentage of completion input model. The initial research and development services were completed in the first quarter of 2023 . Revenue related to the on-going research and development services are based on activities completed during the period. Recognition of Revenue 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. The Company has not incurred any bad debt expense to date and no allowance for credit losses has been recorded during the periods presented. Regulatory Milestones under the Viatris License Agreement The Company has evaluated the regulatory milestones that may be received in connection with the Viatris License Agreement. There is uncertainty that the events to obtain the remaining regulatory milestones (aside from the approval by the FDA of RYZUMVI) will be achieved given the nature of clinical development and the stage of the development of the PS Products. These remaining regulatory milestones will be constrained until it is probable that a significant revenue reversal will not occur. 22 Table of Contents Notes to Condensed Consolidated Financial Statements Sales Milestone and Royalty Payments Sales milestones and royalties relate predominantly to a license of intellectual property granted to Viatris and are determined by sales or usage-based thresholds. The sales milestones and royalties are accounted for under the royalty recognition constraint and are accounted for as constrained variable consideration. 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 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 June 30, 2026 2025 Contract assets and unbilled receivables Balance as of beginning of six-month period $ 1,170 $ 2,209 Revenue recognized 2,912 7,252 Reclassification to Accounts receivable related to costs billed under the Viatris License Agreement ( 3,667 ) ( 8,283 ) Balance as of end of six-month period $ 415 $ 1,178 BioSense License and Assignment On March 10, 2020 , prior to the Rexahn Merger, Rexahn entered into an amendment to its collaboration and license agreement, (as amended, the “BioSense License and Assignment Agreement”) with BioSense to advance the development and commercialization of the Rexahn RX-3117 drug compound (“RX-3117”) for all human uses in the Republic of Singapore, China, Hong Kong, Macau, and Taiwan (the “BioSense Territory”). 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 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. Payments received under the BioSense License and Assignment Agreement will be subject to the CVR Agreement described in Note 4 – Commitments and Contingencies. Processa License Agreement On June 16, 2021 , the Company entered into a license agreement (the “Processa License Agreement”) with Processa Pharmaceuticals, Inc. (“Processa”), pursuant to which the Company agreed to grant Processa an exclusive license to develop, manufacture and commercialize RX-3117 globally, excluding the BioSense Territory. Pursuant to the agreement, Processa is obligated to make future payments to the Company upon the achievement of certain development, regulatory and commercial milestones. In addition, Processa is obligated to pay the Company mid-single-digit percentage royalties based on annual sales. On June 27, 2025 , Processa notified the Company that it would not be developing RX-3117 and terminated the Processa License Agreement, effective October 25, 2025 (the “Termination Date”). 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. 23 Table of Contents Notes to Condensed Consolidated Financial Statements SBIR Grant Agreement 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 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 On July 22, 2025, the Company, together with its wholly owned subsidiary, OpusTX, LLC (collectively, “Opus”), entered into a funding and license agreement (the “RDH12 Agreement”) with Eyes on the Future (“EOTF”), and RDH12 Fund for Sight (the “Fund,” and together with EOTF, the “Funding Parties”), charitable organizations, relating to Opus’ program to develop gene therapies that treat patients with inherited retinal degeneration associated with mutations in the RDH12 gene (the “RDH12 Program”). The RDH12 Agreement provides for funding by the Funding Parties of up to $ 1.6 million to support the development of the RDH12 Program. Opus is required to use the funding to conduct development activities in accordance with a mutually agreed development plan. Under the RDH12 Agreement, Opus is subject to certain diligence obligations to develop a product under the RDH12 Program. If Opus is unable to achieve certain milestones by the specified dates, or if certain other events occur (a “License Trigger Event”), then the Funding Parties may exercise their rights under a non-exclusive, global, royalty-free and fully paid-up license granted by Opus to the Funding Parties to develop products under the RDH12 Program. If the Funding Parties exercise such license rights, then Opus will receive a non-exclusive license under the data and other intellectual property generated by the Funding Parties to develop products under the RDH12 Program, and the right to negotiate an exclusive license to such data and intellectual property to commercialize products under the RDH12 Program. The RDH12 Agreement includes certain restrictions on Opus’ ability to out-license rights to the RDH12 Program, and during the term of the RDH12 Agreement, Opus may not grant a third party an exclusive license to develop or commercialize products under the RDH12 Program in the United States without the prior written consent of the Funding Parties. The term of the RDH12 Agreement continues until the earlier of (a) dosing by Opus of three patients in a Phase 1a/2b clinical trial prior to a License Trigger Event, and (b) the first commercial sale of a product under the RDH12 Program following receipt of regulatory approval in the United States or certain other European countries. The RDH12 Agreement will also terminate if an exclusive, global licensee of Opus for the RDH12 Program assumes Opus’ obligations under the RDH12 Agreement. The RDH12 Agreement may be terminated by either party for cause, including material breach or bankruptcy, subject to a cure period, or by the Funding Parties for convenience following a License Trigger Event. 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 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. 13. 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, 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. 24 Table of Contents 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 ) Less: 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 Add: 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 Stock options 7,813,751 7,255,635 7,813,751 7,255,635 RSUs 4,260,424 2,091,227 4,260,424 2,091,227 Conversion shares 525,015 — 525,015 — Total 16,314,751 32,251,741 32,215,482 32,251,741 14. Income Taxes 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. The Company’s corporate returns are subject to examination for tax years beginning in 2021 for federal income tax purposes and subject to examination in various state jurisdictions beginning in 2020. The Company does not have any reserves for income taxes that represent the Company’s potential liability for uncertain tax positions. 15. Deferred Compensation Plan Effective October 1st , 2021, the Company began offering a 401 (k) plan (“ 401 K Plan”) to its employees. All employees are eligible to participate in the 401 K Plan. The Company makes matching contributions equal to 100 % on the first 3 % of compensation that is deferred as an elective deferral and an additional 50 % on the next 2 % of compensation. The Company’s matching contributions are made on a payroll-by-payroll basis. 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. 16. Subsequent Events Stock Subscription Agreement 25 Table of Contents Notes to Condensed Consolidated Financial Statements 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 . 26 Table of Contents Opus Genetics, Inc. Form 10-Q