3: Initial statement of beneficial ownership of securities
Published on October 29, 2024
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIESFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 10/22/2024 |
3. Issuer Name and Ticker or Trading Symbol
Opus Genetics, Inc. [ IRD ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
|---|---|---|---|
| Common Stock | 2,564,752(1)(2) | D(3) |
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
|---|---|---|---|---|---|---|---|
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Non-Voting Convertible Preferred Stock | (2) | (2) | Common Stock | 6,927.419(1)(2) | (2) | D(3) | |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger dated as of October 22, 2024 (the "Merger Agreement") among Ocuphire Pharma, Inc. (the "Issuer"), Opus Genetics Inc. ("Target"), Orange Merger Sub I, Inc., a Delaware corporation, and a wholly owned subsidiary of the Issuer ("First Merger Sub"), Orange Merger Sub II, LLC, a Delaware limited liability company, and a wholly owned subsidiary of the Issuer ("Second Merger Sub"), under which (a) First Merger Sub merged with and into the Target, with the Target surviving as a wholly-owned subsidiary of the Issuer (the "First Merger") and (b) following the consummation of the First Merger, the Target will merge with and into Second Merger Sub, with Second Merger Sub surviving as a wholly owned subsidiary of the Issuer (the "Second Merger" and together with the First Merger, the "Mergers"). The Issuer's name following the First Merger was changed to "Opus Genetics, Inc." |
| 2. In accordance with the Merger Agreement, in exchange for the shares of the Target held by the Reporting Persons, at the effective time of the First Merger, Foundation Fighting Blindness Retinal Degeneration Fund ("RDF") received (i) 2,564,752 shares of Issuer common stock, par value $0.0001 per share (the "Common Stock"), and (ii) 6,927.419 shares of Issuer Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the "Preferred Stock"). Contingent upon and following stockholder approval of the conversion of the Preferred Stock, each share of Preferred Stock will automatically convert into 1,000 shares of Common Stock. |
| 3. Foundation Fighting Blindness, Inc. ("FFB") is the sole member of RDF and may be deemed to beneficially own the securities owned directly by RDF. RDF has the power to vote and dispose of any securities directly owned by RDF. RDF's board of directors makes voting and investment decisions regarding securities held by RDF, subject to certain approval rights of the board of directors of FFB with respect to transactions exceeding a certain threshold. |
| Remarks: |
| For purposes of Section 16 of the Exchange Act of 1934, as amended, the Reporting Persons may be deemed a director by deputization of Issuer by virtue of the fact that Adrienne Graves, PhD and Jean Bennett, MD, PhD were appointed to serve on the board of directors of Issuer following the closing of the First Merger and Dr. Graves is the chair of the board of directors of RDF and a member of the board of directors of FFB and Dr. Bennett is a member of the board of directors of RDF. FFB is the sole member of RDF and may be deemed to beneficially own the securities owned directly by RDF. RDF has the power to vote and dispose of any securities directly owned by RDF. RDF's board of directors makes voting and investment decisions regarding securities held by RDF, subject to certain approval rights of the board of directors of FFB with respect to transactions exceeding a certain threshold. |
| Foundation Fighting Blindness Retinal Degeneration Fund, By: /s/ Lorna A. Knick, Attorney-in-Fact for Russell Kelley | 10/29/2024 | |
| Foundation Fighting Blindness, Inc. By: /s/ Lorna A. Knick, Attorney-in-Fact for Jason Menzo | 10/29/2024 | |
| ** Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.