S-3 1 ny20067725x1_s3.htm S-3

As filed with the Securities and Exchange Commission on March 13, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

OPUS GENETICS, INC.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)			11-3516358 (I.R.S. Employer Identification No.)

8 Davis Drive, Suite 220

Durham, NC 27713

(248) 957-9024

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

Dr. George Magrath

Chief Executive Officer

Opus Genetics, Inc.

8 Davis Drive, Suite 220

Durham, NC 27713

(248) 957-9024

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

Copies to:

Asher Rubin, Esq.

Istvan A Hajdu Esq.

Nick D. DeAngelis, Esq.

Sidley Austin LLP

787 7th Avenue

New York, NY 10019

(212) 839-5300

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

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

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

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

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

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

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

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


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

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

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


ABOUT THIS PROSPECTUS			ii
SUMMARY			1
THE OFFERING			3
RISK FACTORS			5
FORWARD-LOOKING STATEMENTS			6
USE OF PROCEEDS			8
THE SELLING STOCKHOLDERS			9
PLAN OF DISTRIBUTION			11
DESCRIPTION OF CAPITAL STOCK			14
LEGAL MATTERS			19
EXPERTS			20
WHERE YOU CAN FIND MORE INFORMATION			21
INFORMATION INCORPORATED BY REFERENCE			22


Name of Selling Stockholders⁽¹⁾	Common Stock Beneficially Owned Before Offering⁽²⁾	Common Stock that May Be Offered Pursuant to Prospectus	Common Stock Beneficially Owned After Offering⁽²⁾
Name of Selling Stockholders⁽¹⁾	Common Stock Beneficially Owned Before Offering⁽²⁾	Common Stock that May Be Offered Pursuant to Prospectus	Number	Percentage (%)
Marshall Wace Investment Strategies – Eureka Fund⁽³⁾	921,829	921,829	0	*
MW XO Health Innovations Fund II⁽⁴⁾	184,366	184,366	0	*
Trails Edge Biotechnology Master Fund, LP⁽⁵⁾	2,343,658	1,843,658	500,000	*
Adage Capital Management, L.P.⁽⁶⁾	6,029,775	4,424,779	1,604,996	2.0%


SEC registration fee			$4,980.16
Printing and engraving			10,000
Legal fees and expenses			40,000
Accounting fees and expenses			15,000
Total			$69,980.16


Exhibit No.			Description
3.1			Restated Certificate of Incorporation of Ocuphire Pharma, Inc., dated as of June 12, 2024 (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q, filed on August 13, 2024.
3.2			Certificate of Amendment to the Restated Certificate of Incorporation of the Company, effective as of October 23, 2024 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed on October 22, 2024).
3.3			Certificate of Designation of Series A Non-Voting Convertible Preferred Stock, effective as of October 22, 2024 (incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K, filed on October 22, 2024).
3.4			Form of Certificate of Designation of Series B Non-Voting Convertible Preferred Stock, effective as of February 18, 2026 (incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K, filed on February 19, 2026).
3.5			Amended and Restated Bylaws, dated as of March 19, 2025 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on March 20, 2025).
5.1**			Opinion of Sidley Austin LLP.
23.1*			Consent of Ernst & Young LLP, independent registered public accounting firm.
23.2**			Consent of Sidley Austin LLP.
24.1*			Power of Attorney
107*			Filing Fee Table


			OPUS GENETICS, INC.

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


Signature	Title	Date

/s/ Dr. George Magrath	Chief Executive Officer and Director (Principal Executive Officer)	March 13, 2026
Dr. George Magrath		March 13, 2026

/s/ Robert Gagnon	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	March 13, 2026
Robert Gagnon		March 13, 2026

/s/ Sean Ainsworth	Director	March 13, 2026
Sean Ainsworth	Director	March 13, 2026

/s/ Dr. Jean Bennett	Director	March 13, 2026
Dr. Jean Bennett	Director	March 13, 2026

/s/ Susan K. Benton	Director	March 13, 2026
Susan K. Benton	Director	March 13, 2026

/s/ Cam Gallagher	Director	March 13, 2026
Cam Gallagher	Director	March 13, 2026

/s/ Dr. Adrienne Graves	Director	March 13, 2026
Dr. Adrienne Graves	Director	March 13, 2026

SEC Form S-3 filed by Opus Genetics Inc.