Filed Pursuant to Rule 424(b)(2)
Registration No. 333-296551
PROSPECTUS

OPUS GENETICS, INC.
Up to 2,678,570 Shares of Common Stock
Offered by the Selling Stockholders
This prospectus relates to the resale or other disposition, from time to time, by the selling stockholders named in this prospectus (the “selling stockholders”) of up to 2,678,570 shares of our common stock, par value $0.0001 per share (“Common Stock”), consisting of (i) 1,116,070 shares of our Common Stock (the “Purchased Shares”) issued to the selling stockholders pursuant to that certain Stock Purchase and Conversion Agreement, dated as of April 2, 2026, amended by that certain Waiver and Omnibus Amendment of Note and Stock Agreements, dated as of April 13, 2026 (the “Amendment”) (the “Stock Purchase and Conversion Agreement”), and (ii) 1,562,500 shares of our Common Stock (the “Conversion Shares”) issuable upon the conversion of notes (the “Notes”) issued pursuant to that certain Note Purchase Agreement, dated as of April 2, 2026, as amended by the Amendment (the “Note Purchase Agreement”). The Purchased Shares and the Conversion Shares registered by this prospectus are collectively referred to herein as the “Shares.”
Under the Note Purchase Agreement, the selling stockholders have the right, at their election, to convert up to ten percent of the aggregate principal amount (including payment-in-kind interest capitalized thereon) of the Notes then outstanding into shares of our Common Stock at a price per share equal to $6.72, as calculated in accordance with the Note Purchase Agreement (the “Conversion Price”). Each selling stockholder’s conversion right is subject to certain beneficial ownership limitations. The actual number of shares issuable upon conversion of the Notes may differ from the amount registered hereunder, depending on, among other things, the aggregate principal amount of Notes outstanding at the time of conversion and the actual amount of payment-in-kind interest capitalized thereon (which accrues at a floating rate). To the extent the actual number of shares issuable upon conversion of the Notes exceeds the number of Conversion Shares registered hereby, we will be required to file a post-effective amendment to this registration statement or a new registration statement to register such additional shares.
We are not selling any Shares under this prospectus and will not receive any of the proceeds from the sale or other disposition of Shares by the selling stockholders. Our registration of shares of Common Stock covered by this prospectus does not mean that the selling stockholders will offer or sell any such Shares.
We are registering the offer and resale of the Shares to satisfy a covenant set forth in the Stock Purchase and Conversion Agreement in which we agreed to register the resale of the Shares within a limited period of time following the date in which our Registration Statement on Form S-3 (File No. 333-294295) became effective.
Any shares of our Common Stock subject to resale hereunder will have been issued by us and received by the selling stockholders prior to any resale of such Shares pursuant to this prospectus.
The selling stockholders, or their donees, pledgees, transferees or other successors-in-interest, may sell the Shares on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, on the over-the-counter market, in one or more transactions otherwise than on these exchanges or systems, such as privately negotiated transactions, or using a combination of these methods, and at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. See the disclosure under the heading “Plan of Distribution” elsewhere in this prospectus for more information about how the selling stockholders may sell or otherwise dispose of their Shares hereunder.
Our Common Stock is listed on the Nasdaq Capital Market under the symbol “IRD”. On June 1, 2026, the last reported sale price of our Common Stock was $4.12.
We are a “smaller reporting company” under federal securities laws and as such, have elected to comply with reduced public company reporting requirements for this prospectus and the documents incorporated by reference herein and may elect to comply with reduced public company reporting requirements in future filings. See “Prospectus Summary—Implications of Being a Smaller Reporting Company.”
Investing in our securities involves significant risks. We strongly recommend that you read carefully the risks we describe in this prospectus and in any accompanying prospectus supplement, as well as the risk factors that are incorporated by reference into this prospectus from our filings made with the Securities and Exchange Commission. See “Risk Factors” beginning on page 5 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is June 15, 2026.