8-K: Current report
Published on March 20, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On March 19, 2025, in connection with a periodic review of the bylaws of Opus Genetics, Inc. (the “Company”), the Company’s board of directors adopted amended and restated bylaws of the Company (the bylaws, as so amended and restated, the “Amended and Restated Bylaws”), effective immediately. The Amended and Restated Bylaws, among other things, enhance stockholders’ rights by:
| · | Eliminating most procedural requirements (other than the default requirements under the General Corporation Law of the State of Delaware) for stockholders to act by written consent; |
| · | Providing holders of 20% of the issued and outstanding shares the ability to call a special meeting of the Company’s stockholders; |
| · | Reducing the existing threshold for stockholders to remove directors (with or without cause) from 66 2/3% to a simple majority of the outstanding shares; |
| · | Providing stockholders with the exclusive authority to amend certain provisions of the Bylaws; and |
| · | Reducing the threshold for stockholders to amend the Bylaws from 66 2/3% to a simple majority of the outstanding shares. |
The Amended and Restated Bylaws also implement certain ministerial and conforming changes. The foregoing summary of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 8.01 Other Events
On March 14, 2025, in collaboration with the Company's commercialization partner FamyGen Life Sciences, Inc., the Company filed a complaint for patent infringement of certain RYZUMVI patents against Sandoz Inc. (“Sandoz”) in the District of New Jersey in response to Sandoz’s ANDA filing seeking approval to manufacture, use or sell a generic version of RYZUMVI in the U.S. prior to expiration of the RYZUMVI patents. The complaint seeks, among other relief, equitable relief enjoining Sandoz from infringing the RYZUMVI patents. The Company intends to vigorously enforce its intellectual property rights relating to RYZUMVI.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Bylaws of Opus Genetics, Inc., effective as of March 19, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OPUS GENETICS, INC. | |||||
| Date: March 20, 2025 | By: | /s/ Dr. George Magrath | |||
| Name: | Dr. George Magrath | ||||
| Title: | Chief Executive Officer | ||||
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