UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 20, 2026
Opus Genetics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34079 | 11-3516358 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 8 Davis Drive, Suite 220 Durham, NC | 27713 | |
| (Address of principal executive offices) | (Zip Code) |
(984) 884-6030
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.0001 par value per share | IRD | The Nasdaq Stock Market LLC |
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. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the 2026 annual meeting of stockholders (the “Annual Meeting”) of Opus Genetics, Inc. (the “Company”), held on April 20, 2026, 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 2027 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, 2026 (the “Auditor Ratification Proposal”), (iii) approved, on an advisory basis, the compensation of the Company’s named executive officers (the “Say-On-Pay Proposal”), and (iv) approved an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 125 million shares to 250 million shares (the “Stock Increase Proposal”).
The results of the voting at the Annual Meeting are shown below:
Proposal 1 – Board Election Proposal:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| Sean Ainsworth | 35,063,423 | 169,848 | 12,043,097 | |||
| Dr. Jean Bennett | 35,005,873 | 227,398 | 12,043,097 | |||
| Susan K. Benton | 35,018,757 | 214,514 | 12,043,097 | |||
| Cam Gallagher | 35,020,569 | 212,702 | 12,043,097 | |||
| Dr. Adrienne Graves | 35,025,204 | 208,067 | 12,043,097 | |||
| Dr. George Magrath | 35,054,118 | 179,153 | 12,043,097 | |||
| Dr. James S. Manuso | 33,885,159 | 1,348,112 | 12,043,097 | |||
| Richard Rodgers | 35,049,948 | 183,323 | 12,043,097 | |||
| Dr. Benjamin R. Yerxa | 35,051,244 | 182,027 | 12,043,097 |
Proposal 2 – Auditor Ratification Proposal:
| Votes For | Votes Against | Abstentions | ||
| 46,844,680 | 315,324 | 116,364 |
Proposal 3 – Say-On-Pay Proposal:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 34,862,743 | 259,749 | 110,779 | 12,043,097 |
Proposal 4 – Stock Increase Proposal:
| Votes For | Votes Against | Abstentions | ||
| 45,360,642 | 1,486,247 | 429,479 |
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: April 22, 2026 | By: | /s/ Dr. George Magrath |
| Dr. George Magrath | ||
| Chief Executive Officer | ||