aibioOpus Genetics closes private placement of Series B preferred stock for approximately $25.0 million
Tickers IRD
Purchasers paid $3.39 per share for 7,374,632 non-voting convertible preferred shares. Conversion into common stock depends on stockholder approval at the 2026 annual meeting. Preliminary cash was $45 million at year end.
Key facts
- Company
- Opus Genetics, Inc. (NASDAQ: IRD)
- News type
- Financings
- Primary source
- Opus Genetics, Inc. Form 8-K filed February 19, 2026 (SEC EDGAR)
Opus Genetics, Inc. (Nasdaq: IRD) closed a private placement of Series B non-voting convertible preferred stock on February 18, 2026. The purchasers paid $3.39 a share for 7,374,632 shares, an aggregate of about $25.0 million. The company disclosed the closing in a Form 8-K filed February 19, 2026, under Items 1.01, 2.02, 3.02 and 5.03. The securities purchase agreement was signed February 13, 2026, and Dr. George Magrath, Chief Executive Officer, signed the 8-K.
Who bought and who advised
The 8-K does not name the purchasers, and says the shares were sold under the Section 4(a)(2) exemption from Securities Act registration. The filing names no placement agent, underwriter, financial adviser or counsel for the placement, and it does not say whether any broker was paid a fee.
The securities purchase agreement and a registration rights agreement are filed as exhibits, and the 8-K describes them only in summary. Under the registration rights agreement, the company must file an initial registration statement for the resale of the common shares underlying the preferred, as soon as reasonably practicable and no later than April 19, 2026.
The terms of the preferred
The Series B shares carry no voting rights, except that the holders must approve any change that adversely affects their rights. They rank on parity with common stock in a liquidation and receive dividends on an as-if-converted basis. Each share converts into one common share after stockholders approve the conversion proposal at the 2026 annual meeting. The company must seek an increase in authorized common stock to permit that conversion.
A holder may not convert if the conversion would take its stake above a limit set by that holder, between 0% and 19.9% of the common stock then outstanding. The 8-K says that limit may restrict some holders' ability to convert.
The company expects to use the net proceeds to advance its gene therapy clinical programs, along with working capital and general corporate purposes.
The cash position
The 8-K also reports a preliminary cash balance of $45 million at December 31, 2025, which the company says is unaudited and subject to change because its 2025 financial statements are not final. It says a press release issued February 13, 2026, presented a pro forma cash balance of $70 million at the same date, after giving effect to the private placement. The pro forma figure is the company's own adjusted number, and the 8-K does not reconcile the two.
The company's annual report for 2024 describes the business. Opus Genetics, based in Durham, North Carolina, was founded in February 2018 as Ocuphire Pharma, Inc., which acquired a private company then operating as Opus Genetics Inc. on October 22, 2024. Its lead gene therapy, OPGx-LCA5, is in an open-label, dose-escalation Phase 1/2 trial for LCA5-associated inherited retinal disease. The report says one-year data showed visual improvement in three out of three adult patients, all with late-stage disease, with no dose-limiting toxicity or serious adverse events and four ocular adverse events. Three patients in an open-label trial is a very small, uncontrolled data set. The company also sells RYZUMVI, approved in September 2023 for pharmacologically induced mydriasis.
Dilution and what remains open
The Series B preferred is convertible only after stockholder approval, so the common shares it could create are not yet outstanding and depend on a vote the 8-K does not schedule. The 8-K says up to 7,374,632 common shares may be issued on conversion, subject to the ownership limits.
The 8-K does not say whether the purchasers are existing holders or what discount the $3.39 price carries against the market price at signing. It is not the first recent raise: in March 2025, the company sold 12,219,736 shares with warrants at $0.95 each, plus pre-funded warrants, in an offering with Craig-Hallum Capital Group, LLC as sole underwriter.
What comes next
The company's next dated steps are the registration statement, due no later than April 19, 2026, and the stockholder vote on the conversion proposal at the 2026 annual meeting. The 8-K does not give a meeting date. The preliminary $45 million year-end cash figure is subject to adjustment until the company files its audited statements.