3//SEC Filing
Foundation Fighting Blindness Retinal Degeneration Fund 3
Accession 0001578563-24-000432
CIK 0001228627other
Filed
Oct 28, 8:00 PM ET
Accepted
Oct 29, 5:10 PM ET
Size
18.2 KB
Accession
0001578563-24-000432
Insider Transaction Report
Form 3
Foundation Fighting Blindness, Inc.
Director10% OwnerOther
Holdings
Series A Non-Voting Convertible Preferred Stock
→ Common Stock (6,927.419 underlying)- 2,564,752
Common Stock
Foundation Fighting Blindness Retinal Degeneration Fund
Director10% OwnerOther
Holdings
- 2,564,752
Common Stock
Series A Non-Voting Convertible Preferred Stock
→ Common Stock (6,927.419 underlying)
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger dated as of October 22, 2024 (the "Merger Agreement") among Ocuphire Pharma, Inc. (the "Issuer"), Opus Genetics Inc. ("Target"), Orange Merger Sub I, Inc., a Delaware corporation, and a wholly owned subsidiary of the Issuer ("First Merger Sub"), Orange Merger Sub II, LLC, a Delaware limited liability company, and a wholly owned subsidiary of the Issuer ("Second Merger Sub"), under which (a) First Merger Sub merged with and into the Target, with the Target surviving as a wholly-owned subsidiary of the Issuer (the "First Merger") and (b) following the consummation of the First Merger, the Target will merge with and into Second Merger Sub, with Second Merger Sub surviving as a wholly owned subsidiary of the Issuer (the "Second Merger" and together with the First Merger, the "Mergers"). The Issuer's name following the First Merger was changed to "Opus Genetics, Inc."
- [F2]In accordance with the Merger Agreement, in exchange for the shares of the Target held by the Reporting Persons, at the effective time of the First Merger, Foundation Fighting Blindness Retinal Degeneration Fund ("RDF") received (i) 2,564,752 shares of Issuer common stock, par value $0.0001 per share (the "Common Stock"), and (ii) 6,927.419 shares of Issuer Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the "Preferred Stock"). Contingent upon and following stockholder approval of the conversion of the Preferred Stock, each share of Preferred Stock will automatically convert into 1,000 shares of Common Stock.
- [F3]Foundation Fighting Blindness, Inc. ("FFB") is the sole member of RDF and may be deemed to beneficially own the securities owned directly by RDF. RDF has the power to vote and dispose of any securities directly owned by RDF. RDF's board of directors makes voting and investment decisions regarding securities held by RDF, subject to certain approval rights of the board of directors of FFB with respect to transactions exceeding a certain threshold.
Issuer
Opus Genetics, Inc.
CIK 0001228627
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0002042266
Filing Metadata
- Form type
- 3
- Filed
- Oct 28, 8:00 PM ET
- Accepted
- Oct 29, 5:10 PM ET
- Size
- 18.2 KB