SCHEDULE 13G: Statement of Beneficial Ownership by Certain Investors
Published on August 11, 2025
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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OPUS GENETICS, INC.
(Name of Issuer) |
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Common Stock, $0.0001 par value per share
(Title of Class of Securities) |
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00887A204
(CUSIP Number) |
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05/05/2025
(Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 00887A204 |
| 1 | Names of Reporting Persons
BIOS FUND III, LP
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
430,665.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.7 %
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| 12 | Type of Reporting Person (See Instructions)
PN
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Comment for Type of Reporting Person: Percentage based on 59,661,197 shares of the Issuer's common stock, par value $0.0001 per share ("Shares") outstanding as of May 12, 2025, as reported in the Issuer's Current Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2025.
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SCHEDULE 13G
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| CUSIP No. | 00887A204 |
| 1 | Names of Reporting Persons
BIOS FUND III QP, LP
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,801,953.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.7 %
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| 12 | Type of Reporting Person (See Instructions)
PN
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Comment for Type of Reporting Person: Percentage based on 59,661,197 Shares outstanding as of May 12, 2025, as reported in the Issuer's Current Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2025.
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SCHEDULE 13G
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| CUSIP No. | 00887A204 |
| 1 | Names of Reporting Persons
BIOS FUND III NT, LP
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
450,811.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.8 %
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| 12 | Type of Reporting Person (See Instructions)
PN
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Comment for Type of Reporting Person: Percentage based on 59,661,197 Shares outstanding as of May 12, 2025, as reported in the Issuer's Current Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2025.
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SCHEDULE 13G
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| CUSIP No. | 00887A204 |
| 1 | Names of Reporting Persons
BIOS EQUITY PARTNERS III, LP
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,683,429.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.2 %
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| 12 | Type of Reporting Person (See Instructions)
PN
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Comment for Type of Reporting Person: Shared voting and dispositive power consists of 3,683,429 Shares held directly in the aggregate by the Bios III Funds (defined below). Bios Equity Partners III, LP ("Bios Equity III") is the general partner of each of Bios Fund III, LP ("Bior Fund III), Bios Fund III QP, LP ("Bios Fund III QP) and Bios Fund III NT, LP ("Bios Fund III NT) (collectively, the "Bios III Funds), and, in its capacity as such, may be deemed to have shared voting and/or dispositive power with respect to securities directly held by the Bios III Funds.
Percentage based on 59,661,197 Shares outstanding as of May 12, 2025, as reported in the Issuer's Current Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2025.
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SCHEDULE 13G
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| CUSIP No. | 00887A204 |
| 1 | Names of Reporting Persons
CAVU MANAGEMENT, LP
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,683,429.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.2 %
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| 12 | Type of Reporting Person (See Instructions)
PN
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Comment for Type of Reporting Person: Shared voting and dispositive power consists of 3,683,429 Shares held directly in the aggregate by the Bios III Funds. Bios Equity III is the general partner of each of the Bios III Funds. Cavu Management, LP ("Cavu Management") is a general partner of Bios Equity III and, in its capacity as such, may be deemed to have shared voting and/or dispositive power with respect to securities directly held by the Bios III Funds.
Percentage based on 59,661,197 Shares outstanding as of May 12, 2025, as reported in the Issuer's Current Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2025.
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SCHEDULE 13G
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| CUSIP No. | 00887A204 |
| 1 | Names of Reporting Persons
BIOS CAPITAL MANAGEMENT, LP
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,683,429.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.2 %
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| 12 | Type of Reporting Person (See Instructions)
IA, PN
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Comment for Type of Reporting Person: Shared voting and dispositive power consists of 3,683,429 Shares held directly in the aggregate by the Bios III Funds. Bios Equity III is the general partner of each of the Bios III Funds. Bios Capital Management, LP ("Bios Management") is a general partner of Bios Equity III and, in its capacity as such, may be deemed to have shared voting and/or dispositive power with respect to securities directly held by the Bios III Funds.
Percentage based on 59,661,197 Shares outstanding as of May 12, 2025, as reported in the Issuer's Current Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2025.
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SCHEDULE 13G
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| CUSIP No. | 00887A204 |
| 1 | Names of Reporting Persons
CAVU ADVISORS, LLC
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,683,429.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.2 %
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| 12 | Type of Reporting Person (See Instructions)
OO
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Comment for Type of Reporting Person: Shared voting and dispositive power consists of 3,683,429 Shares held directly in the aggregate by the Bios III Funds. Bios Equity III is the general partner of each of the Bios III Funds. Cavu Management is a general partner of Bios Equity III. Cavu Advisors, LLC ("Cavu Advisors") is the general partner of Cavu Management and, in its capacity as such, may be deemed to have shared voting and/or dispositive power with respect to securities directly held by the Bios III Funds.
Percentage based on 59,661,197 Shares outstanding as of May 12, 2025, as reported in the Issuer's Current Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2025.
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SCHEDULE 13G
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| CUSIP No. | 00887A204 |
| 1 | Names of Reporting Persons
BIOS ADVISORS GP, LLC
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,683,429.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.2 %
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| 12 | Type of Reporting Person (See Instructions)
OO
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Comment for Type of Reporting Person: Shared voting and dispositive power consists of 3,683,429 Shares held directly in the aggregate by the Bios III Funds. Bios Equity III is the general partner of each of the Bios III Funds. Bios Management is a general partner of Bios Equity III. Bios Advisors GP, LLC ("Bios Advisors") is the general partner of Bios Management and, in its capacity as such, may be deemed to have shared voting and/or dispositive power with respect to securities directly held by the Bios III Funds.
Percentage based on 59,661,197 Shares outstanding as of May 12, 2025, as reported in the Issuer's Current Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2025.
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SCHEDULE 13G
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| CUSIP No. | 00887A204 |
| 1 | Names of Reporting Persons
LESLIE WAYNE KREIS, JR.
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,683,429.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.2 %
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| 12 | Type of Reporting Person (See Instructions)
IN
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Comment for Type of Reporting Person: Shared voting and dispositive power consists of 3,683,429 Shares held directly in the aggregate by the Bios III Funds. Bios Equity III is the general partner of each of the Bios III Funds. Cavu Management is a general partner of Bios Equity III. Cavu Advisors, an entity controlled by Mr. Kreis, is the general partner of Cavu Management. As the manager of Cavu Advisors, Mr. Kreis may be deemed to have shared voting and/or dispositive power with respect to securities directly held by the Bios III Funds.
Percentage based on 59,661,197 Shares outstanding as of May 12, 2025, as reported in the Issuer's Current Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2025.
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SCHEDULE 13G
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| CUSIP No. | 00887A204 |
| 1 | Names of Reporting Persons
AARON GLENN LOUIS FLETCHER
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,683,429.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.2 %
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| 12 | Type of Reporting Person (See Instructions)
IN
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Comment for Type of Reporting Person: Shared voting and dispositive power consists of 3,683,429 Shares held directly in the aggregate by the Bios III Funds. Bios Equity III is the general partner of each of the Bios III Funds. Bios Management is a general partner of Bios Equity III. Bios Advisors, an entity controlled by Dr. Fletcher, is the general partner of Bios Management. As the manager of Bios Advisors, Dr. Fletcher may be deemed to have shared voting and/or dispositive power with respect to securities directly held by the Bios III Funds.
Percentage based on 59,661,197 Shares outstanding as of May 12, 2025, as reported in the Issuer's Current Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2025.
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SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
OPUS GENETICS, INC.
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| (b) | Address of issuer's principal executive offices:
8 Davis Drive Durham, NC, 27713
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| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being jointly filed by: Bios Fund III, Bios Fund III QP, Bios Fund III NT, Bios Equity III, Cavu Management, Bios Management, Cavu Advisors, Bios Advisors, Mr. Kreis, and Dr. Fletcher.
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| (b) | Address or principal business office or, if none, residence:
1751 River Run #400 Fort Worth, TX 76107
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| (c) | Citizenship:
Item 2(A) is incorporated herein by reference.
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| (d) | Title of class of securities:
Common Stock, $0.0001 par value per share
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| (e) | CUSIP No.:
00887A204
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) |
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) |
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) |
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: |
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| (k) |
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information contained in Item 9 of the cover pages of this Schedule 13G is hereby incorporated by reference into this Item 4.
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| (b) | Percent of class:
The information contained in Item 11 of the cover pages of this Schedule 13G is hereby incorporated by reference into this Item 4. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information contained in Item 5 of the cover pages of this Schedule 13G is hereby incorporated by reference into this Item 4.
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| (ii) Shared power to vote or to direct the vote:
The information contained in Item 6 of the cover pages of this Schedule 13G is hereby incorporated by reference into this Item 4.
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| (iii) Sole power to dispose or to direct the disposition of:
The information contained in Item 7 of the cover pages of this Schedule 13G is hereby incorporated by reference into this Item 4.
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| (iv) Shared power to dispose or to direct the disposition of:
The information contained in Item 8 of the cover pages of this Schedule 13G is hereby incorporated by reference into this Item 4.
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| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1 - Joint Filing Agreement
Exhibit 99.2 - Power of Attorney |