4: Statement of changes in beneficial ownership of securities
Published on May 6, 2025
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Opus Genetics, Inc. [ IRD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/05/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
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| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/05/2025 | C | 6,927,419 | A | (1) | 9,492,171 | D(2) | |||
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Non-Voting Convertible Preferred Stock | (1) | 05/05/2025 | C | 6,927.419 | 05/05/2025 | (1) | Common Stock | 6,927,419 | (3) | 0 | D(2) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Each share of Series A non-voting convertible preferred stock (the "Preferred Stock") automatically converted into 1,000 shares of the Issuer's common stock as of 5:00 p.m. Eastern time on the third business day after the date that the Issuer's stockholders approved the conversion of the Preferred Stock into shares of the Issuer's common stock, which approval occurred on April 30, 2025. |
| 2. Foundation Fighting Blindness, Inc. ("FFB") is the sole member of Foundation Fighting Blindness Retinal Degeneration Fund ("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. |
| 3. The shares of Preferred Stock were issued to the Reporting Persons in connection with a merger and reorganization in a stock-for-stock transaction. |
| 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 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 | 05/06/2025 | |
| Foundation Fighting Blindness, Inc. By: /s/ Lorna A. Knick, Attorney-in-Fact for Jason Menzo | 05/06/2025 | |
| ** 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 4 (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.