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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 22, 2024

Opus Genetics, Inc.

(Exact name of registrant as specified in its charter)

(248) 957-9024

(Registrant’s telephone number, including area code)

37000 Grand River Avenue, Suite 120

Farmington Hills, MI 48335

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2). 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 13(a) of the Exchange Act. ☐

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On October 22, 2024, Opus Genetics, Inc., a Delaware corporation formerly known as Ocuphire Pharma, Inc. (the “Company”), filed with the U.S. Securities and Exchange Commission (the “SEC”) a Current Report on Form 8-K (the “Original Form 8‑K”) reporting that, on the same date, the Company completed its acquisition (the “Acquisition”) of former Opus Genetics Inc., a Delaware corporation (the “Acquired Company”). The Acquisition was completed pursuant to the terms and subject to the conditions of the Agreement and Plan of Merger, dated as of October 22, 2024.

 

As a result of the Acquisition, and based on the criteria in Rule 3-05 of Regulation S-X, the Company would ordinarily be required to file historical audited financial statements for the Acquired Company for the past two fiscal years, certain unaudited interim financial statements, and corresponding pro forma financial information pursuant to Article 11 of Regulation S-X. However, because the Company believed that the Acquired Company’s full financial statements would not be material to the Company’s stockholders and would be of limited value to investors, the Company requested relief from the SEC from the requirements under Rule 3-05 and Article 11 of Regulation S-X to file the financial statements and pro forma financial information in connection with the Acquisition. In response to the waiver request, the SEC advised the Company that it could file historical audited financial statements for the Acquired Company only for the fiscal year ended December 31, 2023, unaudited interim financial statements for the nine months ended September 30, 2024, and corresponding pro forma financial information pursuant to Article 11 of Regulation S-X in lieu of the full financial statements of Acquired Company otherwise required under Rule 3-05 and Article 11 of Regulation S-X.

 

The pro forma financial information included in this Current Report on Form 8-K/A has been presented for informational purposes only, as required by Item 9.01 of Form 8-K. It does not purport to represent the actual results of operations that the Company and the Acquired Company would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve following the Acquisition.

 

 

(a) Financial Statements of Business Acquired

 

The audited balance sheet of the Acquired Company as of December 31, 2023 and the related statements of operations and comprehensive loss, changes in convertible preferred stock and stockholders' deficit and cash flows for the year ended December 31, 2023, including all notes thereto, are filed herewith as Exhibit 99.1 and incorporated by reference herein.

 

The unaudited  balance sheet of the Acquired Company as of September 30, 2024 and the related  statements of operations and comprehensive loss, changes in convertible preferred stock and stockholders' deficit and cash flows for the nine months ended September 30, 2024, including all notes thereto, are filed herewith as Exhibit 99.2 and incorporated by reference herein.

 

(b) Pro Forma Financial Information

 

The unaudited pro forma combined condensed balance sheet of the Company as of September 30, 2024 and the unaudited pro forma combined condensed statements of income of the Company for the nine months ended September 30, 2024 and the fiscal year ended December 31, 2023, including all notes thereto, giving effect to the Acquisition, are filed herewith as Exhibit 99.3 and are incorporated by reference herein.

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.