Opus Genetics Inc美股招股说明书(2026-06-17版)

This prospectus relates to the resale or other disposition, from time to time, by the selling stockholders namedin this prospectus (the “selling stockholders”) of up to 2,678,570 shares of our common stock, par value $0.0001per share (“Common Stock”), consisting of (i) 1,116,070 shares of our Common Stock (the “Purchased Shares”)issued to the selling stockholders pursuant to that certain Stock Purchase and Conversion Agreement, dated as ofApril2, 2026, amended by that certain Waiver and Omnibus Amendment of Noteand Stock Agreements, dated asof April13, 2026 (the “Amendment”) (the “Stock Purchase and Conversion Agreement”), and (ii) 1,562,500shares of our Common Stock (the “Conversion Shares”) issuable upon the conversion of notes (the “Notes”) issuedpursuant to that certain NotePurchase Agreement, dated as of April2, 2026, as amended by the Amendment (the“NotePurchase Agreement”). The Purchased Shares and the Conversion Shares registered by this prospectus arecollectively referred to herein as the “Shares.” Under the NotePurchase Agreement, the selling stockholders have the right, at their election, to convert up toten percent of the aggregate principal amount (including payment-in-kind interest capitalized thereon) of the Notesthen outstanding into shares of our Common Stock at a price per share equal to $6.72, as calculated in accordancewith the NotePurchase Agreement (the “Conversion Price”). Each selling stockholder’s conversion right is subjectto certain beneficial ownership limitations. The actual number of shares issuable upon conversion of the Notesmay differ from the amount registered hereunder, depending on, among other things, the aggregate principalamount of Notes outstanding at the time of conversion and the actual amount of payment-in-kind interestcapitalized thereon (which accrues at a floating rate). To the extent the actual number of shares issuable uponconversion of the Notes exceeds the number of Conversion Shares registered hereby, we will be required to file apost-effective amendment to this registration statement or a new registration statement to register such additionalshares. We are not selling any Shares under this prospectus and will not receive any of the proceeds from the sale orother disposition of Shares by the selling stockholders. Our registration of shares of Common Stock covered bythis prospectus does not mean that the selling stockholders will offer or sell any such Shares. We are registering the offer and resale of the Shares to satisfy a covenant set forth in the Stock Purchase andConversion Agreement in which we agreed to register the resale of the Shares within a limited period of timefollowing the date in which our Registration Statement on FormS-3 (File No. 333-294295) became effective. Any shares of our Common Stock subject to resale hereunder will have been issued by us and received by theselling stockholders prior to any resale of such Shares pursuant to this prospectus. The selling stockholders, or their donees, pledgees, transferees or other successors-in-interest, may sell theShares on any national securities exchange or quotation service on which the securities may be listed or quoted atthe time of sale, on the over-the-counter market, in one or more transactions otherwise than on these exchanges orsystems, such as privately negotiated transactions, or using a combination of these methods, and at fixed prices, atprevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiatedprices. See the disclosure under the heading “Plan of Distribution” elsewhere in this prospectus for moreinformation about how the selling stockholders may sell or otherwise dispose of their Shares hereunder. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “IRD”. On June 1, 2026, thelast reported sale price of our Common Stock was $4.12. We are a “smaller reporting company” under federal securities laws and as such, have elected to comply withreduced public company reporting requirements for this prospectus and the documents incorporated by referencehereinand may elect to comply with reduced public company reporting requirements in future filings.See“Prospectus Summary—Implications of Being a Smaller Reporting Company.” Investing in our securities involves significant risks. We strongly recommend that you read carefullythe risks we describe in this prospectus and in any accompanying prospectus supplement, as well as the riskfactors that are incorporated by reference into this prospectus from our filings made with the Securities andExchange Commission. See “Risk Factors” beginning on page5of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapprovedof these securities or passed upon the adequacy or accuracy of this prospectus. Anyrepresentation to the contrary is a criminal offense. The date of this prospectus is June15, 2026. TABLE OF