As filed with the Securities and Exchange Commission on June 5, 2026
Registration No. 333-
Registration statement under Securities Act of 1933
June 5, 2026
Published on June 5, 2026
Delaware (State or other jurisdiction of incorporation or organization) | 11-3516358 (I.R.S. Employer Identification No.) | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||||||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||||||||
Emerging growth company | ☐ | |||||||||||

• | 21,154,753 shares of Common Stock issuable upon the exercise of warrants outstanding as of May 31, 2026, with a weighted-average exercise price of $1.33 per share; |
• | 16,009,928 shares of Common Stock issuable upon the exercise of pre-funded warrants outstanding as of May 31, 2026, with a weighted-average exercise price of $0.0001 per share; |
• | 7,889,109 shares of Common Stock issuable upon the exercise of stock options outstanding as of May 31, 2026, under our 2018 Equity Incentive Plan, 2020 Equity Incentive Plan and 2021 Inducement Plan, with a weighted-average exercise price of $2.41 per share; |
• | 793,503 shares of Common Stock reserved for future issuance under our 2020 Equity Incentive Plan and 2021 Inducement Plan outstanding as of May 31, 2026; |
• | 4,297,924 unvested restricted stock awards as of May 31, 2026; and |
• | any shares issuable upon the conversion of Notes issued pursuant to the Note Purchase Agreement. |
• | our gene therapy product candidates are based on a novel technology that is difficult to develop and manufacture, which may result in delays and difficulties in obtaining regulatory approval; |
• | our planned clinical trials may face substantial delays, result in failure, or provide inconclusive or adverse results that may not satisfy FDA requirements to further develop our therapeutic products; |
• | delays or difficulties associated with patient enrollment in clinical trials may affect our ability to conduct and complete those clinical trials and obtain necessary regulatory approvals; |
• | changes in regulatory requirements could result in increased costs or delays in development timelines; |
• | we depend heavily on the success of our product pipeline; if we fail to find strategic partners or fail to adequately develop or commercialize our pipeline products, our business will be materially harmed; |
• | others may discover, develop, or commercialize products similar to those in our pipeline before or more successfully than we do or develop generic variants of our products even while our product patents remain active, thereby reducing our market share and potential revenue from product sales; |
• | we do not currently have any sales or marketing infrastructure in place and we have limited drug research and discovery capabilities; |
• | the future commercial success of our products could significantly depend upon several uncertain factors, including third-party reimbursement practices and the existence of competitors with similar products; |
• | product liability lawsuits against us or our suppliers or manufacturers could cause us to incur substantial liabilities and could limit commercialization of any product candidate that we may develop; |
• | failure to comply with health and safety laws and regulations could lead to material fines; |
• | we have not generated significant revenue from sales of any products and expect to incur losses for the foreseeable future; |
• | our future viability is difficult to assess due to our short operating history and our future need for substantial additional capital, access to which could be limited by any adverse developments that affect the financial markets; |
• | raising additional capital may cause our stockholders to be diluted, among other adverse effects; |
• | instability and operational disruptions at government agencies, such as the FDA, may adversely impact our development and commercialization plans by causing delays and requiring the use of additional, unforeseen resources to obtain regulatory approval for trials or products in our pipeline; |
• | we operate in a highly regulated industry and face many challenges adapting to sudden changes in legislative reform or the regulatory environment, including due to government shutdowns and disruptions at government agencies, which cause delays, require the use of additional, unforeseen resources, affect our pipeline stability, and could impair our ability to compete in international markets; |
• | we may not receive regulatory approval to market our developed product candidates within or outside of the U.S.; |
• | with respect to any of our product candidates that receive marketing approval, we may be subject to substantial penalties if we fail to comply with applicable regulatory requirements; |
• | our potential relationships with healthcare providers and third-party payors will be subject to certain healthcare laws and regulations, which could expose us to extensive potential liabilities; |
• | we rely on third parties for material aspects of our business, such as conducting our nonclinical and clinical trials and supplying and manufacturing bulk drug substances, which exposes us to certain risks; |
• | we may be unsuccessful in entering into or maintaining licensing arrangements or establishing strategic alliances on favorable terms, which could harm our business; |
• | inadequate patent protection for our product candidates may result in our competitors developing similar or identical products or technology, which would adversely affect our ability to successfully commercialize; |
• | we may be unable to obtain full protection for our intellectual property rights under U.S. or foreign laws; |
• | we may become involved in lawsuits for a variety of reasons associated with our intellectual property rights, including alleged infringement suits initiated by third parties; |
• | we are dependent on our key personnel, and if we are not successful in attracting and retaining highly qualified personnel, we may not be able to successfully implement our business strategy; |
• | as we grow, we may not be able to operate internationally or adequately develop and expand our sales, marketing, distribution, and other corporate functions, which could disrupt our operations; |
• | the market price of our Common Stock is expected to be volatile and if we fail to comply with the continued listing standards of Nasdaq Capital Market (the “Nasdaq”), our Common Stock may be delisted; |
• | factors out of our control related to our securities, such as securities litigation or actions of activist stockholders, could adversely affect our business and stock price and cause us to incur significant expenses; and |
• | other risks, uncertainties and factors, including those set forth under “Risk Factors”. |
Name of Selling Stockholders(1) | Common Stock Beneficially Owned Before Offering(2) | Common Stock that May Be Offered Pursuant to Prospectus | Common Stock Beneficially Owned After Offering(2) | |||||||||
Number | Percentage (%) | |||||||||||
TPC Investments Solutions LP(3) | 659,496 | 1,581,371 | 0 | * | ||||||||
TPC Investments Solutions Co-Invest LP(4) | 456,574 | 1,097,199 | 0 | * | ||||||||
* | Less than 1% |
(1) | To our knowledge, unless otherwise indicated, all persons named in the table above have sole voting and investment power with respect to their shares of Common Stock. |
(2) | “Beneficial ownership” is a term broadly defined by the SEC in Rule 13d-3 under the Exchange Act, and includes more than the typical form of stock ownership, that is, stock held in the person’s name. The term also includes what is referred to as “indirect ownership,” meaning ownership of shares as to which a person has or shares investment power. Notwithstanding the foregoing, the beneficial ownership amounts assume the sale of all Common Stock that may be offered pursuant to this prospectus without taking into account certain limitations, including that a holder of Conversion Shares is prohibited from converting Notes into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 4.9% of the Common Stock outstanding immediately after giving effect to such conversion (or such higher or lower amount as such holder may specify with at least 61 days’ written notice to the Company, but which in no event may exceed 19.9% of the Common Stock outstanding immediately after giving effect to such conversion). |
(3) | Consists of (i) 659,496 Purchased Shares issued pursuant to the Stock Purchase and Conversion Agreement and (ii) 921,875 Conversion Shares issuable upon conversion of the Notes pursuant to the Note Purchase Agreement. TPC Investments Solutions LP is managed by Oberland Capital Management LLC. The address of the foregoing entities is c/o Oberland Capital Management LLC, 1700 Broadway, 41st Floor, New York, NY 10019. The Common Stock held by TPC Investments Solutions LP issuable upon conversion of the Notes is subject to a beneficial ownership limitation of 4.9% (which may be increased up to 19.9% upon at least 61 days’ prior written notice to the Company). |
(4) | Consists of (i) 456,574 Purchased Shares issued pursuant to the Stock Purchase and Conversion Agreement and (ii) 640,625 Conversion Shares issuable upon conversion of the Notes pursuant to the Note Purchase Agreement. TPC Investments Solutions Co-Invest LP is managed by Oberland Capital Management LLC. The address of the foregoing entities is c/o Oberland Capital Management LLC, 1700 Broadway, 41st Floor, New York, NY 10019. The Common Stock held by TPC Investments Solutions Co-Invest LP issuable upon conversion of the Notes is subject to a beneficial ownership limitation of 4.9% (which may be increased up to 19.9% upon at least 61 days’ prior written notice to the Company). |
• | ordinary brokerage transactions and transactions in which a broker-dealer solicits purchasers; |
• | block trades in which a broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; |
• | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
• | an exchange distribution in accordance with the rules of the applicable exchange; |
• | privately negotiated transactions; |
• | “at the market” transactions or through market makers or into an existing market for the shares; |
• | short sales entered into after the effective date of the registration statement of which this prospectus is a part; |
• | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise, after the effective date of the registration statement of which this prospectus is a part; |
• | through the distribution of the shares by any selling stockholder to its partners, members or stockholders; |
• | through broker-dealers that agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; |
• | through one or more underwritten offerings on a firm commitment or best efforts basis; |
• | a combination of any such methods of sale; and |
• | any other method permitted pursuant to applicable law. |
• | Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 12, 2026; |
• | Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on May 12, 2026; |
• | The information contained in our Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 23, 2026, that is incorporated by reference in the 2025 Annual Report; |
• | Current Reports on Form 8-K, filed with the SEC on February 19, 2026, April 7, 2026 (excluding Item 7.01 and the related exhibits), April 7, 2026, April 22, 2026 and April 24, 2026; and |
• | The description of our Common Stock contained in our Registration Statement on Form 8-A, filed with the SEC on June 7, 2019, including any amendments or reports filed for the purpose of updating such description, including Exhibit 4.13 to the Annual Report on Form 10-K for the year ended December 31, 2025. |

Item 14. | Other Expenses of Issuance and Distribution. |
SEC registration fee | $1,579.52 | ||
Printing and engraving | 10,000 | ||
Legal fees and expenses | 40,000 | ||
Accounting fees and expenses | 15,000 | ||
Total | $66,579 | ||
Item 15. | Indemnification of Directors and Officers. |
Item 16. | Exhibits. |
Exhibit No. | Description | ||
Restated Certificate of Incorporation of Ocuphire Pharma, Inc., dated as of June 12, 2024 (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q, filed on August 13, 2024). | |||
Certificate of Amendment to the Restated Certificate of Incorporation of the Company, effective as of October 23, 2024 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed on October 22, 2024). | |||
Certificate of Amendment to the Restated Certificate of Incorporation of the Company, filed on April 20, 2026 (incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q, filed on May 12, 2026). | |||
Certificate of Designation of Series A Non-Voting Convertible Preferred Stock, effective as of October 22, 2024 (incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K, filed on October 22, 2024). | |||
Certificate of Designation of Series B Non-Voting Convertible Preferred Stock, effective as of February 18, 2026 (incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K, filed on February 19, 2026). | |||
Amended and Restated Bylaws, dated as of March 19, 2025 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on March 20, 2025). | |||
Opinion of Sidley Austin LLP. | |||
Consent of Ernst & Young LLP, independent registered public accounting firm. | |||
Consent of Sidley Austin LLP (included in Exhibit 5.1). | |||
Power of Attorney | |||
Filing Fee Table | |||
* | Previously filed. |
** | Filed herewith. |
Item 17. | Undertakings. |
(a) | The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act to any purchaser: |
(i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to |
(c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
OPUS GENETICS, INC. | ||||||
By: | /s/ Dr. George Magrath | |||||
Dr. George Magrath | ||||||
Chief Executive Officer | ||||||
Signature | Title | Date | ||||
/s/ Dr. George Magrath | Chief Executive Officer and Director (Principal Executive Officer) | June 5, 2026 | ||||
Dr. George Magrath | ||||||
/s/ Robert Gagnon | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | June 5, 2026 | ||||
Robert Gagnon | ||||||
/s/ Sean Ainsworth | Director | June 5, 2026 | ||||
Sean Ainsworth | ||||||
/s/ Dr. Jean Bennett | Director | June 5, 2026 | ||||
Dr. Jean Bennett | ||||||
/s/ Susan K. Benton | Director | June 5, 2026 | ||||
Susan K. Benton | ||||||
/s/ Cam Gallagher | Director | June 5, 2026 | ||||
Cam Gallagher | ||||||
/s/ Adrienne Graves | Director | June 5, 2026 | ||||
Dr. Adrienne Graves | ||||||