SCHEDULE 13D/A: General Statement of Acquisition of Beneficial Ownership
Published on December 11, 2025
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Opus Genetics, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
67577R102 (CUSIP Number) |
Russell Kelley, Managing Dir. Foundation Fighting Blindness RD Fund, 223 S. West Street, Suite 900 Raleigh, NC, 27603 (919) 610-2064 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/09/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 67577R102 |
| 1 |
Name of reporting person
Foundation Fighting Blindness Retinal Degeneration Fund | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
5,492,171.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
8.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, OO |
Comment for Type of Reporting Person:
Percent of class represented in Row (11) is based on 68,964,208 shares of common stock, $0.0001 par value per share (the "Common Stock") of Opus Genetics, Inc., a Delaware corporation (the "Issuer") outstanding as of November 10, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 12, 2025.
SCHEDULE 13D
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| CUSIP No. | 67577R102 |
| 1 |
Name of reporting person
Foundation Fighting Blindness, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
MARYLAND
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
5,492,171.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Percent of class represented in Row (11) is based on 68,964,208 shares of the Issuer's Common Stock outstanding as of November 10, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 12, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
Opus Genetics, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
8 Davis Drive, Suite 220, Durham,
NORTH CAROLINA
, 27713. | |
Item 1 Comment:
This Amendment No. 2 on Schedule 13D amends the statement on Schedule 13D, dated October 29, 2024, which was amended on Schedule 13D/A dated March 6, 2025, which relates to the Common Stock of the Issuer, filed by the Reporting Persons. This Amendment No. 2 on Schedule 13D is being filed to show the change in percentage of beneficial ownership held by the Reporting Persons as a result of selling shares of the Issuer's Common Stock on December 9, 2025. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 5492171 - 8% | |
| (b) | 5492171 | |
| (c) | Reference is made to the Form 4 filed by the Reporting Persons on December 11, 2025 with the SEC pursuant to Section 16 of the Act and is available on the SEC's website at www.sec.gov. The information reported in the filings are expressly incorporated herein. | |
| (e) | Not Applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 - Agreement and Plan of Merger, dated October 22, 2024, by an among Ocuphire Pharma, Inc., Orange Merger Sub I, Inc., Orange Merger Sub II, LLC, and Opus Genetics Inc. (incorporated by reference to Exhibit 2.1 of the Issuer's Current Report on Form 8-K filed with the SEC on October 22, 2024).
Exhibit 2 - Certificate of Designations of the Series A Non-Voting Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 of the Issuer's Current Report on Form 8-K filed with the SEC on October 22, 2024).
Exhibit 3 - Form of Lock-Up Agreement (included as Exhibit B to the Agreement and Plan of Merger filed as Exhibit 2.1 to the Issuer's current report on Form 8-K as filed with the SEC on October 22, 2024 and incorporated herein by reference).
Exhibit 4 - Form of Registration Rights Agreement (included as Exhibit F to the Agreement and Plan of Merger filed as Exhibit 2.1 to the Issuer's current report on Form 8-K as filed with the SEC on October 22, 2024 and incorporated herein by reference).
Exhibit 5 - Joint Filing Agreement by and between the Reporting Persons (incorporated by reference to Exhibit 5 to the Schedule 13D/A as filed by the Reporting Persons with the SEC on May 6, 2025). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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