8-K: Current report
Published on May 1, 2025
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): April 30, 2025
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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(984 ) 884-6030
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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. ☐
| Item 5.07. |
Submission of Matters to a Vote of Security Holders.
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At the 2025 annual meeting of stockholders (the “Annual Meeting”) of Opus Genetics, Inc. (the “Company”), held on April 30, 2025, the Company’s stockholders (i) elected nine directors to the board of directors of the
Company, each to serve a one-year term until the Company’s 2026 annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier death, resignation, or removal (the “Board Election Proposal”), (ii) ratified the appointment of Ernst & Young, LLP as the
Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (the “Auditor Ratification Proposal”), (iii) approved, on an advisory basis, of the compensation of the Company’s named executive officers (the “Say-On-Pay Proposal”), (iv) approved, pursuant to the Nasdaq listing rules, the conversion of the Company’s Series A Preferred Stock
into shares of the Company’s Common Stock (the “Conversion Proposal”), and (v) approved one or more
adjournments of the Annual Meeting to solicit additional proxies, if necessary (the “Adjournment Proposal”). Because the Conversion Proposal passed, the
Adjournment Proposal was deemed moot even though it also passed.
The results of the voting at the Annual Meeting are shown below:
Proposal 1 – Board Election Proposal:
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Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Sean Ainsworth
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21,199,358
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3,038,608
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7,906,976
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Dr. Jean Bennett
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21,289,305
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2,948,661
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7,906,976 | |||
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Susan K. Benton
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21,257,253
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2,980,713
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7,906,976 | |||
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Cam Gallagher
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21,167,688
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3,070,278
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7,906,976 | |||
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Dr. Adrienne Graves
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21,247,625
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2,990,341
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7,906,976 | |||
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Dr. George Magrath
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21,203,689
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3,034,277
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7,906,976 | |||
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Dr. James S. Manuso
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21,174,168
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3,063,798
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7,906,976 | |||
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Richard Rodgers
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21,191,239
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3,046,727
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7,906,976 | |||
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Dr. Benjamin Yerxa
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21,217,268
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3,020,698
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7,906,976 |
Proposal 2 – Auditor Ratification Proposal:
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Votes For
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Votes Against
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Abstentions
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30,218,819
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829,754
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1,096,357
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Proposal 3 – Say-On-Pay Proposal:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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20,400,277
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3,330,593
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507,116
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7,906,976
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Proposal 4 – Conversion Proposal:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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16,749,506
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2,664,423
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517,399
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7,906,976
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Proposal 5 – Adjournment Proposal:
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Votes For
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Votes Against
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Abstentions
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25,600,451
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5,346,198
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1,198,283
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SIGNATURES
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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OPUS GENETICS, INC.
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Date: May 1, 2025
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By:
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/s/ Dr. George Magrath
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Dr. George Magrath
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Chief Executive Officer
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