{"id":834380,"date":"2025-04-07T08:05:28","date_gmt":"2025-04-07T12:05:28","guid":{"rendered":"https:\/\/www.marketnewsdesk.com\/index.php\/opus-genetics-files-definitive-proxy-statement-and-sends-letter-to-stockholders-highlighting-the-companys-transformation-and-progress\/"},"modified":"2025-04-07T08:05:28","modified_gmt":"2025-04-07T12:05:28","slug":"opus-genetics-files-definitive-proxy-statement-and-sends-letter-to-stockholders-highlighting-the-companys-transformation-and-progress","status":"publish","type":"post","link":"https:\/\/www.marketnewsdesk.com\/index.php\/opus-genetics-files-definitive-proxy-statement-and-sends-letter-to-stockholders-highlighting-the-companys-transformation-and-progress\/","title":{"rendered":"Opus Genetics Files Definitive Proxy Statement and Sends Letter to Stockholders Highlighting the Company\u2019s Transformation and Progress"},"content":{"rendered":"
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\n Board Comments on Misguided Campaign from Mina Sooch to Replace a Majority of Opus\u2019 Directors and Promote a Flawed Strategy<\/em>\n <\/p>\n

\n Urges Stockholders to Vote on the BLUE Proxy Card FOR All Nine of the Company\u2019s Nominees<\/em>\n <\/p>\n

RESEARCH TRIANGLE PARK, N.C., April 07, 2025 (GLOBE NEWSWIRE) — Opus Genetics, Inc. (\u201cOpus\u201d or the \u201cCompany\u201d) (Nasdaq: IRD), a clinical-stage ophthalmic biotechnology company developing gene therapies for the treatment of inherited retinal diseases (IRDs) and therapies for other ophthalmic disorders, today announced through a letter to Opus stockholders that it has mailed definitive proxy materials to stockholders in connection with the Company\u2019s upcoming 2025 Annual Meeting of Stockholders (the \u201cAnnual Meeting\u201d), scheduled to be held on April 30, 2025. Opus stockholders of record at the close of business on March 24, 2025 are eligible to vote at the Annual Meeting.<\/p>\n

The Opus board of directors encourages stockholders to vote \u201cFOR\u201d all nine of Opus\u2019 nominees on the BLUE<\/strong> proxy card.<\/p>\n

The full text of the letter to Opus stockholders is copied below:<\/p>\n

April 7, 2025<\/p>\n

Dear Fellow Stockholder:<\/p>\n

This year\u2019s Annual Meeting of Stockholders (the \u201cAnnual Meeting\u201d) of Opus Genetics, Inc. (\u201cOpus\u201d or the \u201cCompany\u201d) is scheduled to be held on April 30, 2025. This meeting is a particularly important event that marks a pivotal point in the Company\u2019s transformation and will establish our foundation for a successful future.<\/p>\n

At the Annual Meeting, stockholders will have the opportunity to ratify a critical transaction that supports the Company\u2019s new strategy, which is centered around a promising portfolio of gene therapy assets, and to elect a Board of Directors (the \u201cBoard\u201d) that is fully committed to advancing this strategy. Detailed information about the transformational merger that the Company completed last year is included in the enclosed materials, along with background information on the candidates the Board has nominated to serve as your fiduciaries. We encourage you to review these materials carefully and vote today using the instructions on the BLUE<\/strong> proxy card.<\/p>\n

Over the last two years, the Board has worked diligently to reposition the Company and set it on a path for success. In early 2023, Opus\u2014then operating as Ocuphire Pharma, Inc. (\u201cOcuphire\u201d)\u2014faced significant challenges. One of its assets, APX3330, failed to meet its primary endpoint in a Phase 2 clinical trial, and its lead asset, Nyxol (now called RyzumviTM<\/sup>), had been fully out-licensed, limiting Ocuphire\u2019s ability to manage its commercialization. With a product pipeline requiring significant additional capital, or over which it had limited, indirect control, Ocuphire was at a crossroads.<\/p>\n

Recognizing these challenges, the Ocuphire board took prompt and decisive action to reposition the company for long-term growth. In April 2023, the Board terminated the employment of Ocuphire\u2019s then-CEO Mina Sooch. Following a comprehensive search process, in November 2023, the Board appointed Dr. George Magrath, a highly accomplished pharmaceutical executive with extensive business, financial, and medical expertise, as its next CEO. The Board then worked closely with Dr. Magrath to build a strong executive team, appointing a Chief Financial Officer, Chief Operating Officer and Chief Scientific Officer\u2014key leadership positions that Ms. Sooch failed to fill during her tenure.<\/p>\n

The new management team, with the Board\u2019s oversight, conducted a review of Ocuphire\u2019s assets and strategy. With the support of an independent consulting firm, the Board and management team determined that the existing pipeline and products were unlikely to create value for stockholders; accordingly, the team evaluated the potential acquisition of over 50 assets and conducted in-depth scientific diligence on five companies. One company and its assets stood out.<\/p>\n

Opus Genetics Inc. (\u201cLegacy Opus\u201d), then a private company, had developed a compelling pipeline of gene therapies for inherited retinal diseases (\u201cIRDs\u201d). These assets had generated promising early data, and management believed they held several advantages over Ocuphire\u2019s legacy assets, including a defined pathway for seeking regulatory approvals (with the prospect of delivering nearer-term clinical milestones at significantly lower cost), potential to address significant unmet needs, and favorable economic opportunities, based on the potential therapeutic value of these treatments.<\/p>\n

In October 2024, Ocuphire announced the acquisition of Legacy Opus through a combination of common stock and convertible preferred stock and adopted the Opus Genetics name to reflect its new strategy and focus. At the upcoming Annual Meeting, stockholders of the combined company are being asked to approve the conversion of the preferred shares into common shares, which will enable the Company to advance its new plan with a unified capital structure to better align the interests of all stockholders.<\/p>\n

In addition to revitalizing its portfolio with promising new assets, the Company also strengthened its Board in connection with the acquisition with the appointment of three exceptional directors\u2014Dr. Benjamin R. Yerxa, Dr. Jean Bennett and Dr. Adrienne Graves\u2014each of whom has played a critical role in founding and leading clinical development programs at successful biotechnology companies. At this year\u2019s Annual Meeting, Opus is nominating these three directors, along with six others who have been instrumental in driving the Company\u2019s transformation over the last two years, for election to the Board.<\/p>\n

Our director candidates are dedicated and experienced. They have been founders, executives and directors at prominent healthcare companies, and they possess deep expertise in areas that are important to our business, including ophthalmology, clinical development, finance and capital management and intellectual property.<\/p>\n

With a new leadership team, a compelling strategy, a strengthened pipeline and a refreshed Board, we believe Opus is well positioned for the future.<\/p>\n

Other investors have demonstrated their support for our new strategy and leadership team. We recently completed a public offering and concurrent private placement, raising $21.5 million in capital from top-tier healthcare investors led by Perceptive Advisors and Nantahala Capital Management, which is a strong indication of the promise of our portfolio and confidence in our strategic direction.<\/p>\n

Despite what we believe is clear progress, Ocuphire\u2019s former CEO, Mina Sooch, has nominated herself and five other individuals for election to the Board in an effort to replace a majority of the Board. Ms. Sooch\u2019s candidates are longstanding associates of hers who we believe are neither impartial nor qualified to serve Opus stockholders\u2019 best interests. Ms. Sooch\u2019s nominees lack meaningful experience in, and knowledge of, ophthalmology, biotechnology and preclinical and clinical development, all of which are critical to the Company to deliver value for its stockholders and patients. We believe Ms. Sooch selected her nominees because she can depend on them, if they are elected, to support and promote her parochial interests to gain control of the Company and pursue her own agenda.<\/p>\n

Ms. Sooch has made clear her opposition to our gene therapy-focused strategy and has advocated for a return to her prior plan, which we believe is unworkable. This plan includes prioritizing the development of APX3330\u2014an asset that we expect will require significant additional investment and identification of a strategic partner\u2014and the out-licensed Phentolomine Ophthalmic Solution program over which the Company has limited, indirect control and which has generated modest sales to date. We do not believe Ms. Sooch\u2019s strategy is in the best interests of stockholders, and, in our view, the election of Ms. Sooch\u2019s nominees would take Opus backward.<\/p>\n

To ensure the continuation of Opus\u2019 momentum and progress, the Board urges stockholders to vote \u201cFOR\u201d all nine of the Company\u2019s nominees, and \u201cWITHHOLD\u201d on each of Ms. Sooch\u2019s nominees, on the BLUE proxy card. We also encourage stockholders to vote \u201cFOR\u201d the proposal to approve the conversion of the Company\u2019s preferred stock into common stock (Proposal Four).<\/p>\n

Stockholders who have any questions or need assistance voting their shares should contact the Company\u2019s proxy solicitor, Sodali & Co., at (203) 658-9400 or IRD@info.sodali.com.<\/p>\n

Sincerely,<\/p>\n

The Opus Genetics, Inc. Board of Directors<\/p>\n

\n Additional Information and Where to Find It<\/strong>\n <\/p>\n

In connection with the Company\u2019s Annual Meeting, the Company has filed with the U.S. Securities and Exchange Commission (\u201cSEC\u201d) and commenced mailing to the stockholders of record entitled to vote at the Annual Meeting a definitive proxy statement and other documents, including a BLUE proxy card. STOCKHOLDERS ARE ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY THE COMPANY AND ALL OTHER RELEVANT DOCUMENTS WHEN FILED WITH THE SEC AND WHEN THEY BECOME AVAILABLE BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. Investors and other interested parties will be able to obtain the documents free of charge at the SEC\u2019s website, www.sec.gov, or from the Company at its website: https:\/\/ir.opusgtx.com\/sec-filings.<\/p>\n

\n Certain Information Regarding Participants in the Solicitation<\/strong>\n <\/p>\n

The Company, its directors and certain of its executive officers will be participants in the solicitation of proxies from the Company\u2019s stockholders in connection with the Annual Meeting. The names of these directors and executive officers and their respective direct and indirect interests, by security holdings or otherwise, in the Company are set forth in the Company\u2019s definitive proxy statement filed with the SEC on April 2, 2025.<\/p>\n

\n Forward-Looking Statements<\/strong>\n <\/p>\n

This letter contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements concerning the Annual Meeting, data from and future enrollment for our clinical trials and our pipeline of additional indications.<\/p>\n

These forward-looking statements relate to us, our business prospects and our results of operations and are subject to certain risks and uncertainties posed by many factors and events that could cause our actual business, prospects and results of operations to differ materially from those anticipated by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those described under the heading \u201cRisk Factors\u201d included in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 and in our other filings with the U.S. Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this letter. In some cases, you can identify forward-looking statements by the following words: \u201canticipate,\u201d \u201cbelieve,\u201d \u201ccontinue,\u201d \u201ccould,\u201d \u201cestimate,\u201d \u201cexpect,\u201d \u201cintend,\u201d \u201caim,\u201d \u201cmay,\u201d \u201congoing,\u201d \u201cplan,\u201d \u201cpotential,\u201d \u201cpredict,\u201d \u201cproject,\u201d \u201cshould,\u201d \u201cwill,\u201d \u201cwould\u201d or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. We undertake no obligation to revise any forward-looking statements in order to reflect events or circumstances that might subsequently arise.<\/p>\n

These forward-looking statements are based upon our current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, including, without limitation:<\/p>\n