Washington, D.C. 20549

FORM 8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 30, 2025

Opus Genetics, Inc.

(Exact name of registrant as specified in its charter)

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

At the 2025 annual meeting of stockholders (the “Annual Meeting”) of Opus Genetics, Inc. (the “Company”), held on April 30, 2025, the Company’s stockholders (i) elected nine directors to the board of directors of the Company, each to serve a one-year term until the Company’s 2026 annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier death, resignation, or removal (the “Board Election Proposal”), (ii) ratified the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (the “Auditor Ratification Proposal”), (iii) approved, on an advisory basis, of the compensation of the Company’s named executive officers (the “Say-On-Pay Proposal”), (iv) approved, pursuant to the Nasdaq listing rules, the conversion of the Company’s Series A Preferred Stock into shares of the Company’s Common Stock (the “Conversion Proposal”), and (v) approved one or more adjournments of the Annual Meeting to solicit additional proxies, if necessary (the “Adjournment Proposal”). Because the Conversion Proposal passed, the Adjournment Proposal was deemed moot even though it also passed.

 

The results of the voting at the Annual Meeting are shown below:

 

Proposal 1 – Board Election Proposal:

 

Proposal 2 – Auditor Ratification Proposal:

 

Proposal 3 – Say-On-Pay Proposal:

 

Proposal 4 – Conversion Proposal:

 

Proposal 5 – Adjournment Proposal:

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.

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