Opus Genetics, Inc. 8-K

What Happened

• Opus Genetics, Inc. announced and closed a private placement that raised approximately $25.0 million. Under a Securities Purchase Agreement dated February 13, 2026 (closed February 18, 2026), the company issued 7,374,632 shares of Series B Non‑Voting Convertible Preferred Stock at $3.39 per share. The company also filed a Certificate of Designation for the Series B preferred with the Delaware Secretary of State on February 18, 2026. Opus said it expects to use the net proceeds to advance its gene therapy clinical programs and for working capital and general corporate purposes.

Key Details

• Amount raised: ~$25.0 million (7,374,632 shares × $3.39/share).
• Cash position: preliminary cash of $45 million as of Dec 31, 2025; pro forma cash about $70 million after the financing.
• Conversion and shareholder approval: each Series B share will automatically convert into one share of common stock upon receipt of stockholder approval of an increase in authorized common shares at the 2026 annual meeting; conversion is subject to beneficial ownership limits (holders may set a cap between 0% and 19.9%).
• Registration rights and timing: the company agreed to file a registration statement to register resale of shares issuable on conversion; initial filing must be made by April 19, 2026, with efforts to have it declared effective promptly, subject to conversion approval by stockholders.
• Governance and rights: Series B shares are non‑voting (except for certain protective rights), carry dividend rights on an as‑converted basis, and rank parity with common stock on liquidation; amendments adverse to Series B rights require approval by a majority of then‑outstanding Series B shares.

Why It Matters

• The financing materially increases Opus Genetics’ near‑term cash runway (pro forma ~$70M) to fund its clinical programs and corporate needs. However, conversion of the Series B could add up to 7.37 million common shares if shareholders approve the required increase in authorized common stock, which would dilute existing common shareholders. The securities are unregistered (private placement under Section 4(a)(2)), but the company has agreed to register the shares issuable on conversion, enabling resale after the registration is declared effective. Investors should note the conversion is tied to a shareholder vote and subject to conversion limits set by holders.