Opus Genetics Inc美股招股说明书(2025-03-24版)

We are offering 12,219,736 shares of our common stock and warrants to purchase up to 21,052,631 shares of our common stock (the “Warrants”)pursuant to this prospectus supplement and the accompanying prospectus. Each share of our common stock is being sold together with a Warrant topurchase one share of our common stock. The shares of our common stock and Warrants are immediately separable and will be issued separately, butwill be purchased together in this offering. The public offering price for each share of our common stock and related Warrant is $0.9500. Each Warrantwill be exercisable immediately at an exercise price of $0.9500 per share and will be exercisable immediately upon issuance and will expire on the fiveyear anniversary of the date of issuance. The holder of the Warrant may, at their sole discretion, exercise each of their Warrants for one Pre-FundedWarrant at an exercise price of $0.9499 (which is the per share exercise price minus $0.0001). We are also offering 8,832,895 Pre-Funded Warrants (as defined below) to certain purchasers, whose purchase of common stock and Warrants in thisoffering would otherwise result in the purchaser, together with its affiliates and related parties, beneficially owning more than 4.99% of our outstandingcommon stock immediately following the consummation of this offering, the opportunity to purchase, if they so choose pre-funded warrants (“Pre-Funded Warrants”) in lieu of the common stock and Warrants that would otherwise result in ownership in excess of 4.99% (or, at the election of thepurchaser, 9.99%) of our outstanding common stock. The public offering price for each Pre-Funded Warrant will equal the price per share minus$0.0001, and the exercise price of each Pre-Funded Warrant will be $0.0001 per share of our common stock. The Pre-Funded Warrants offered herebywill be immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis. Because we willissue a Warrant with the issuance of each share of common stock or Pre-Funded Warrant, the number of Warrants sold in this offering will not changeas a result of a change in the mix of the shares of common stock and Pre-Funded Warrants sold.We are also offering the shares of our common stock that are issuable from time to time upon exercise of the Warrants and the Pre-Funded Warrants. We refer to the shares of our common stock, the Warrants, the Pre-Funded Warrants and the shares of our common stock issued or issuable uponexercise of the Warrants and Pre-Funded Warrants, collectively, as the “Securities.” In a concurrent private placement, we are also selling to George Magrath, MD, MBA, MS, our Chief Executive Officer, a total of 392,157 shares ofcommon stock and 392,157 warrants to purchase shares of common stock, at an offering price of $1.275, and to Cam Gallagher, MBA, the chairman ofour board of directors, 784,314 shares of common stock and 784,314 warrants to purchase shares of common stock, at an offering price of $1.275. Thewarrants will be exercisable immediately upon issuance at an initial exercise price of $1.15, expire on the five-year anniversary of the original issuancedate and may be called by the Company 30 days following the release of the Company’s OPGx-BEST1 DUO-1001 Cohort 1 data upon achievement ofa volume weighted average price of our common stock for 30 consecutive trading days of over $1.725 per share and the trading average daily volumefor such 30 day period exceeds $150,000 per trading day. The shares of common stock and warrants, along with the shares underlying such warrants,being offered in the private placement are not being registered under the Securities Act of 1933, as amended (the “Securities Act”) or applicable statesecurities laws, are not being offered pursuant to this prospectus supplement and the accompanying prospectus and are being offered pursuant to theexemption provided under Section 4(a)(2) of the Securities Act, and/or Regulation D promulgated thereunderin. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “IRD”. The last reported sale price of our common stock onNasdaq on March19, 2025 was $1.15 per share. There is no established trading market for the Warrants or the Pre-Funded Warrants, and we do notexpect a market to develop. We do not intend to apply to list the Warrants or the Pre-Funded Warrants on any securities exchange or other nationallyrecognized trading system. Without an active trading market, the liquidity of the Warrants and the Pre-Funded Warrants will be limited. We are a “smaller reporting company” as defined under federal securities laws and as such, have elected to comply with reduced public companyreporting requirements. See “Prospectus Supplement Summary — Implications of Being a Smaller Reporting Company.” Investing in our common stock involves significant ri