UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): January 17, 2025

Opus Genetics, Inc.

(Exact name of registrant as specified in its charter)

(248) 957-9024

(Registrant’s telephone number, including area code)

N/A

(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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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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In connection with the standardization of its executive employment agreements, on January 17, 2025, Opus Genetics, Inc. (the “Company”) entered into an amendment and restatement (the “Magrath Amendment and Restatement”) of that certain Employment Agreement with Dr. George Magrath, the Company’s Chief Executive Officer, dated as of November 1, 2023 (as amended and restated, the “Magrath Employment Agreement”), and Amendment No. 2 (the “Jhaveri Amendment” and, together with the Magrath Amendment and Restatement, the “Amendments”) to that certain Employment Agreement with Nirav Jhaveri, the Company’s Chief Financial Officer, dated as of February 13, 2024 (as amended, the “Jhaveri Employment Agreement,” and, together with the Magrath Employment Agreement, the “Employment Agreements”).

 

The Amendments (i) increase the cash severance payments which Messrs. Magrath and Jhaveri are entitled to receive upon a qualifying termination of employment in connection with a “Change in Control” (as defined in the Employment Agreements) to the product of a severance multiple (1.5 and 1.0 for Dr. Magrath and Mr. Jhaveri, respectively) times the sum of their annual base salary and target annual bonus in effect as of the termination date and (ii) provide that, in the event of a qualifying termination of their employment in connection with a Change in Control, Messrs. Magrath and Jhaveri will be entitled to continued COBRA coverage for up to 18 months in the case of Dr. Magrath and 12 months in the case of Mr. Jhaveri.

 

The Magrath Amendment and Restatement also amends the Magrath Employment Agreement to provide that, in the event of a qualifying termination of employment prior to a Change in Control, then in addition to the payments and benefits already described in the Magrath Employment Agreement, Dr. Magrath will also be entitled to receive a prorated target annual bonus for the year in which the termination occurs.

 

The Jhaveri Amendment also amends the Jhaveri Employment Agreement to extend the period of time during which a qualifying termination of his employment in connection with a “Change in Control” will entitle him to enhanced severance benefits to include the three month period prior to the occurrence of a Change in Control.

 

The foregoing descriptions of the Magrath Amendment and Restatement and the Jhaveri Amendment are qualified in their entirety by reference to the complete text of the Magrath Employment Agreement and the Jhaveri Amendment, copies of which are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, and incorporated herein by reference.

 

 

(d) Exhibits

 

SIGNATURE

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.

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